0001140361-23-022235.txt : 20230501 0001140361-23-022235.hdr.sgml : 20230501 20230501210336 ACCESSION NUMBER: 0001140361-23-022235 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220315 FILED AS OF DATE: 20230501 DATE AS OF CHANGE: 20230501 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EBERLY RICHARD CENTRAL INDEX KEY: 0001224658 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35569 FILM NUMBER: 23876245 MAIL ADDRESS: STREET 1: 3471 RIVER HILLS DRIVE CITY: CINCINNATI STATE: OH ZIP: 45244 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CHEMBIO DIAGNOSTICS, INC. CENTRAL INDEX KEY: 0001092662 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 880425691 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 555 WIRELESS BLVD. CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: (631) 924-1135 MAIL ADDRESS: STREET 1: 555 WIRELESS BLVD. CITY: HAUPPAUGE STATE: NY ZIP: 11788 FORMER COMPANY: FORMER CONFORMED NAME: Chembio Diagnostics Inc. DATE OF NAME CHANGE: 20040607 FORMER COMPANY: FORMER CONFORMED NAME: TRADING SOLUTIONS COM INC DATE OF NAME CHANGE: 19990805 4 1 form4.xml X0407 4 2022-03-15 true 0001092662 CHEMBIO DIAGNOSTICS, INC. CEMI 0001224658 EBERLY RICHARD C/O CHEMBIO DIAGNOSTICS, INC. 3661 HORSEBLOCK ROAD MEDFORD NY 11763 true true See Remarks false Common Stock 2022-03-15 4 M 0 38709 A 38709 D Common Stock 2022-03-16 4 M 0 77863 A 116572 D Common Stock 2022-03-16 4 F 0 41442 0.7 D 75130 D Common Stock 2023-03-11 4 M 0 144000 A 219130 D Common Stock 2023-03-11 4 F 0 51912 0.44 D 167218 D Common Stock 2023-03-15 4 M 0 38710 A 205928 D Common Stock 2023-03-15 4 F 0 13958 0.39 D 191970 D Common Stock 2023-03-16 4 M 0 77863 A 269833 D Common Stock 2023-03-16 4 F 0 28074 0.33 D 241759 D Common Stock 2023-04-26 4 U 0 241759 0.45 D 0 D Common Stock 2023-04-26 4 U 0 51413 0.45 D 0 I By spouse Restricted stock units 2022-03-15 4 M 0 38709 0 D Common stock 38709 77420 D Restricted stock units 2022-03-16 4 M 0 77863 0 D Common stock 77863 77863 D Restricted stock units 2023-03-11 4 M 0 144000 0 D Common stock 144000 288000 D Restricted stock units 2023-03-15 4 M 0 38710 0 D Common stock 38710 38710 D Restricted stock units 2023-03-16 4 M 0 77863 0 D Common stock 77863 0 D Restricted stock units 2023-04-26 4 D 0 326710 D Common stock 326710 0 D Incentive stock options 4.65 2023-04-27 4 D 0 321429 D 2031-03-14 Common stock 321429 0 D Incentive stock options 1.25 2023-04-27 4 D 0 143067 D 2032-03-10 Common stock 143067 0 D Nonqualified stock options 1.25 2023-04-27 4 D 0 690076 D 2032-03-10 Common stock 690076 0 D Each restricted stock unit represents a contingent right to receive one share of common stock. These shares were withheld for tax purposes upon the vesting of restricted stock units. Reflects disposition of Issuer common stock in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated January 31, 2023 (the "Merger Agreement"), by and among the Issuer, Biosynex SA ("Parent"), and Project Merci Merger Sub, Inc. ("Purchaser"), including the completion on April 26, 2023 of a tender offer to purchase all of the outstanding shares of Issuer common stock at a price of $0.45 per share in cash, without interest (the "Offer Price"), and the consummation of the merger (the "Merger") between the Issuer and Purchaser on April 27, 2023. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was cancelled in exchange for the right to receive an amount equal to the Offer Price. On March 15, 2021, the reporting person was granted 116,129 restricted stock units which vest over three years, with one-third vesting on March 15, 2022, one-third vesting on March 15, 2023, and the remaining one-third vesting on March 15, 2024, subject to continued service through each vesting date. On March 16, 2020, the reporting person was granted 233,589 restricted stock units which vest over three years, with one-third vesting as of March 16, 2021; one-third vesting as of March 16, 2022; and one-third vesting as of March 16, 2023. On March 11, 2022, the reporting person was granted 432,000 restricted stock units which vest in equal installments on March 11 of each of 2023, 2024 and 2025, subject to continued service through each vesting date. Each Company RSU (as defined in the Merger Agreement) that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash equal to the product of (a) the total number of Shares (as defined the Merger Agreement) issuable in settlement of such Company RSU immediately prior to the Effective Time without regard to vesting multiplied by (b) the Merger Consideration (as defined in the Merger Agreement). As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders thereof, Parent, Purchaser or the Issuer, each option which had a per share exercise price that is equal to or more than the Offer Price (each, an "Out of the Money Option") that was then outstanding and unexercised as of immediately before the Effective Time was cancelled at the Effective Time without any consideration payable therefor. Chief Executive Officer and President /s/ Richard L. Eberly 2023-05-01