SEC Form 4 · accession 0001437749-16-042828

RESPONSE BIOMEDICAL CORP · RBM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1In connection with the consummation of the transactions contemplated by the Agreement and Plan of Arrangement by and between the issuer and 1077801 B.C. Ltd., dated June 16, 2016 (the "Arrangement"), the reporting person rolled over their shares of common stock of the issuer into shares of common stock of 1077801 B.C. Ltd on a one-to-one basis.
• F10In connection with the Arrangement, out of money stock options were cancelled.
• F11100% of the options vest fully on the date which is one year after the date of grant.
• F12In connection with the Arrangement, all outstanding options to purchase common shares of the issuer as of immediately prior to the effective time of the Arrangement, were deemed unconditionally vested and exercisable, and subsequently cancelled in exchange for cash payment equal to the difference between the per share consideration of $1.12 CDN and the per share exercise price of such option multiplied by the number of common shares issuable pursuant to such option, less applicable withholdings.
• F13100% of the options vest on March 20, 2016, subject to the reporting person's continued service as a director of the Company through each vesting date.
• F14Subject to the reporting person's continued service as a director of the company through each vesting date, 100% of the shares subject to the option shall vest and become exercisable on March 24, 2017.
• F15In connection with the Arrangement, all outstanding Warrants will remain exercisable in accordance with their terms.
• F2The reporting person holds 88,617 of these shares of Common Stock of the Issuer ("Shares") on behalf of OrbiMed Private Investments III ("OPI III"), OrbiMed Asia Partners, L.P. ("OAP") and OrbiMed Associates III, LP ("OA III").
• F3These Shares and warrants to purchase Shares ("Warrants") are held of record by OPI III and may be deemed to be indirectly beneficially owned by OrbiMed Capital GP III LLC ("OrbiMed Capital"), OrbiMed Advisors LLC ("OrbiMed Advisors"), and Samuel D. Isaly ("Isaly"). OrbiMed Capital is the sole general partner of OPI III. OrbiMed Advisors, a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of OrbiMed Capital. Pursuant to those relationships, OrbiMed Capital and OrbiMed Advisors have discretionary investment management authority with respect to the assets of OPI III.
• F4Such authority includes the power to vote and otherwise dispose of the securities held by OPI III. Isaly, a natural person, is the managing member of, and holder of a controlling interest in, OrbiMed Advisors. As a result, Isaly, OrbiMed Advisors and OrbiMed Capital share power to direct the vote and to direct the disposition of the securities held by OPI III. The Reporting Person is an employee of OrbiMed Advisors.
• F5Each of the Reporting Person, OrbiMed Capital, OrbiMed Advisors, Isaly, OrbiMed Advisors Limited ("OrbiMed Limited") and OrbiMed Asia GP, L.P. ("OrbiMed Asia") disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any entity or person, including the Reporting Person, is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.
• F6These Shares and Warrants are held of record by OA III and may be deemed to be indirectly beneficially owned by OrbiMed Advisors and Isaly. OrbiMed Advisors is the sole general partner of OA III, and Isaly is the managing member of, and holder of a controlling interest in, OrbiMed Advisors. As a result, Isaly and OrbiMed Advisors share power to direct the vote and to direct the disposition of the securities held by OA III.
• F7These Shares and Warrants are held of record by OAP and may be deemed to be indirectly beneficially owned by OrbiMed Asia and OrbiMed Limited. OrbiMed Asia is the sole general partner of OAP and OrbiMed Limited is the sole general partner of OrbiMed Asia. As a result, OrbiMed Asia has the power to direct the vote and to direct the disposition of the securities held by OAP and such power is exercised through OrbiMed Limited.
• F8Prices shown are denominated in Canadian dollars.
• F9100% vested on grant date.