SEC Form 4 · accession 0001487371-17-000013
GenMark Diagnostics, Inc. · GNMK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jon Faiz Kayyem
Officer — SVP, Research & Development
Period of report
Jan 19, 2017
Accepted (ET)
Jan 20, 2017 · 6:49 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001487371
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jan 19, 2017 | M | 2,096 | $0.00 | A | 153,643 | D | |
| Common StockF1 | Jan 19, 2017 | M | 11,535 | $0.00 | A | 165,178 | D | |
| Common Stock | Jan 19, 2017 | S | 5,718 | $12.47 | D | 159,460 | D | |
| Common StockF3 | holding | — | — | — | 61,651 | I | HI Charitable Remainder Uni Trust | |
| Common StockF3 | holding | — | — | — | 569,308 | I | IFIN LP | |
| Common StockF3 | holding | — | — | — | 82,934 | I | The Jon Faiz Kayyem and Paige N. Gates Family Trust, dated April 1, 2000 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Market Stock UnitsF4,F5 | $0.00 | Jan 19, 2017 | M | 2,096 | D | — | — | Common Stock | 2,096 | 3,295 | D |
| Market Stock UnitsF4,F6 | $0.00 | Jan 19, 2017 | M | 5,927 | D | — | — | Common Stock | 5,927 | 11,853 | D |
Explanation of responses
- F1Based on actual achievement for the one-year performance period, the recipient was issued 194.6% of the market stock units ("MSUs") which vested as of December 31, 2016.
- F2The shares were sold pursuant to pre-established trading instructions solely to satisfy tax withholding obligations in connection with the partial vesting of previously granted MSUs.
- F3Dr. Kayyem is the trustee of the HI Charitable Remainder Uni Trust, trustee of The Jon Faiz Kayyem and Paige N. Gates Family Trust, dated April 1, 2000 and the President of In-Motion LLC, the general partner of IFIN LP. Dr. Kayyem disclaims beneficial ownership of these securities, except to the extent of any indirect pecuniary interest in his distributive shares therein.
- F4Each MSU represents the contingent right to receive, following vesting, between 0% and 200% of one share of the Issuer's common stock, subject to the level of achievement of applicable performance conditions. The resulting number of shares acquired upon vesting of the MSUs, if any, is based on the Issuer's total shareholder return for each performance period as compared to the Nasdaq Composite Index.
- F5The MSUs vest in three equal installments, on each of December 31, 2015, December 31, 2016, and December 31, 2017; provided that, at the end of the second and third annual performance periods, the Reporting Person is eligible to receive any shares that were not earned in the first and second annual performance periods to the extent that the Issuer's two-year or three-year total shareholder return, as applicable, exceeds the prior performance results as compared to the Nasdaq Composite Index.
- F6The MSUs vest in three equal installments, on each of December 31, 2016, December 31, 2017, and December 31, 2018; provided that, at the end of the second and third annual performance periods, the Reporting Person is eligible to receive any shares that were not earned in the first and second annual performance periods to the extent that the Issuer's two-year or three-year total shareholder return, as applicable, exceeds the prior performance results as compared to the Nasdaq Composite Index.