SEC Form 4 · accession 0001437749-16-042842
RESPONSE BIOMEDICAL CORP · RBM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph D Keegan
Director
Period of report
Nov 29, 2016
Accepted (ET)
Dec 1, 2016 · 9:11 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 | D | 73,850 | — | 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)F4,F2,F3 | $2.20 | Nov 29, 2016 | D | 20,000 | D | — | Apr 2, 2022 | Common Stock | 20,000 | 0 | D |
| Stock Option (Right to Buy)F4,F2,F3 | $3.10 | Nov 29, 2016 | D | 20,000 | D | — | Mar 14, 2023 | Common Stock | 20,000 | 0 | D |
| Stock Option (Right to Buy)F4,F2,F3 | $1.43 | Nov 29, 2016 | D | 5,000 | D | — | Mar 19, 2024 | Common Stock | 5,000 | 0 | D |
| Stock Option (Right to Buy)F6,F2,F5 | $0.92 | Nov 29, 2016 | D | 5,000 | D | — | Mar 19, 2025 | Common Stock | 5,000 | 0 | D |
| Stock Option (Right to Buy)F6,F2,F7 | $0.85 | Nov 29, 2016 | D | 5,000 | D | — | Mar 23, 2026 | Common Stock | 5,000 | 0 | D |
Explanation of responses
- F1Disposed 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.
- F2Prices shown are denominated in Canadian dollars.
- F3100% of the options vest fully on the date which is one year after the date of grant.
- F4Pursuant to the terms of the Arrangement, out of money stock options were cancelled.
- F5100% 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.
- F6In 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.
- F7Subject 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.