SEC Form 4 · accession 0001487371-19-000045
GenMark Diagnostics, Inc. · GNMK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian Andrew Mitchell
Officer — SVP, Operations
Period of report
Feb 18, 2019
Accepted (ET)
Feb 21, 2019 · 7:11 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 18, 2019 | A | 75,000 | $0.00 | A | 221,495 | D | |
| Common Stock | Feb 19, 2019 | S | 519 | $6.32 | D | 220,976 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Market Stock UnitsF3,F4 | $0.00 | Feb 18, 2019 | A | 25,000 | A | — | — | Common Stock | 25,000 | 25,000 | 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. The restricted stock units vest 25% on February 18, 2020 and the remaining shares subject to such award vest 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.
- F3Each 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.
- F4The MSUs vest in three equal installments, on each of December 31, 2019, December 31, 2020, and December 31, 2021; 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.