SEC Form 4 · accession 0001487371-18-000051
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
Feb 23, 2018
Accepted (ET)
Feb 27, 2018 · 7:42 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 | Feb 23, 2018 | A | 117,000 | $0.00 | A | 246,161 | D | |
| Common Stock | Feb 26, 2018 | S | 6,275 | $4.17 | D | 239,886 | D | |
| Common StockF3 | holding | — | — | — | 88,458 | 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 UnitsF4,F5 | $0.00 | Feb 27, 2018 | A | 35,000 | A | — | — | Common Stock | 35,000 | 35,000 | D |
Explanation of responses
- F1The amount reported reflects restricted stock units granted to the Reporting Person pursuant to the Issuer's 2010 Equity Incentive Plan. Of the amount reported, 12,000 restricted stock units vest in full (100%) on February 23, 2019. The remaining restricted stock units vest 25% on February 23, 2019 and in 12 equal quarterly installments thereafter.
- 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 restricted stock units.
- F3Mr. Mendel is the trustee of the 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.
- F4Each market stock unit ("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, 2018, December 31, 2019, and December 31, 2020; provided that, at the end of the second and third performance periods, the Reporting Person is eligible to receive any shares that were not earned in the first and second 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.