SEC Form 4 · accession 0001437749-16-042841
RESPONSE BIOMEDICAL CORP · RBM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lewis Shuster
Director
Period of report
Nov 29, 2016
Accepted (ET)
Dec 1, 2016 · 9:08 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000806888
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 29, 2016 | A | 36,764 | — | A | 115,379 | D | |
| Common StockF2 | Nov 29, 2016 | D | 115,379 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F5,F3,F4 | $2.20 | Nov 29, 2016 | D | 20,000 | D | — | Apr 2, 2022 | Common Stock | 20,000 | 0 | D |
| Stock Option (Right to Buy)F5,F3,F4 | $3.10 | Nov 29, 2016 | D | 20,000 | D | — | Mar 14, 2023 | Common Stock | 20,000 | 0 | D |
| Stock Option (Right to Buy)F5,F3,F4 | $1.43 | Nov 29, 2016 | D | 5,000 | D | — | Mar 19, 2024 | Common Stock | 5,000 | 0 | D |
| Deferred Share UnitF7,F1,F6 | — | Nov 29, 2016 | D | 36,764 | D | — | — | Common Stock | 36,764 | 0 | D |
| Stock Option (Right to Buy)F9,F3,F8 | $0.92 | Nov 29, 2016 | D | 5,000 | D | — | Mar 19, 2025 | Common Stock | 5,000 | 0 | D |
| Stock Option (Right to Buy)F9,F3,F10 | $0.85 | Nov 29, 2016 | D | 5,000 | D | — | Mar 24, 2026 | Common Stock | 5,000 | 0 | D |
Explanation of responses
- F1Each deferred share unit represent a right to receive shares of Company common stock (or, in the sole discretion of the Issuer's Board of Directors following a Change in Control as defined in the Plan, cash, securities or a combination of cash and securities equal to the fair market value thereof) upon the reporting person's termination of service to the Company. The DSUs are immediately vested and expire 90-days following the reporting person's Termination Date as defined in the Plan.
- F10Subject 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.
- F2Disposed of pursuant to the Agreement and Plan of Arrangement by and between the issuer and 1077801 B.C. Ltd., dated June 16, 2016 (the "Arrangement"), pursuant to which 1077801 B.C. Ltd. acquired all of the outstanding common shares of the issuer (other than those rolled over into the purchaser) in exchange for cash consideration of $1.12 CDN per share.
- F3Prices shown are denominated in Canadian dollars.
- F4100% of the options vest fully on the date which is one year after the date of grant.
- F5Pursuant to the terms of the Arrangement, out of money stock options were cancelled.
- F6The shares subject to the award vest and become exercisable upon termination of the reporting persons service to the Company.
- F7In connection with the Arrangement, all outstanding deferred share units as of immediately prior to the effective time of the Arrangement were converted into common shares of the issuer on a one-for-one basis, and subsequently disposed of in exchange for cash consideration of $1.12 CDN per share pursuant to the terms of the Arrangement Agreement.
- F8100% 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.
- F9In 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.