SEC Form 4 · accession 0001487371-17-000014
GenMark Diagnostics, Inc. · GNMK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Mendel
Officer — Chief Financial Officer
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 | 3,689 | $0.00 | A | 142,058 | D | |
| Common StockF1 | Jan 19, 2017 | M | 18,875 | $0.00 | A | 160,933 | D | |
| Common StockF3 | Jan 19, 2017 | S | 9,098 | $12.47 | D | 133,301 | D | |
| Common StockF3,F4 | holding | — | — | — | 51,975 | I | Mendel Trust dated October 14, 2011 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Market Stock UnitsF5,F6 | $0.00 | Jan 19, 2017 | M | 3,689 | D | — | — | Common Stock | 3,689 | 5,798 | D |
| Market Stock UnitsF5,F7 | $0.00 | Jan 19, 2017 | M | 9,698 | D | — | — | Common Stock | 9,698 | 19,396 | 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.
- F3The reporting person transferred 18,534 shares of the Issuer's common stock into the Mendel Trust dated October 14, 2011 since the reporting person last filed a Form 4 with the Securities and Exchange Commission.
- F4Mr. Mendel is the trustee of Mendel Trust and has voting and dispositive power with respect to these shares. Mr. Mendel disclaims beneficial ownership except to the extent of his pecuniary interest therein.
- F5Each 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.
- F6The 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.
- F7The 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.