0001487371-21-000175.txt : 20210422
0001487371-21-000175.hdr.sgml : 20210422
20210422135326
ACCESSION NUMBER: 0001487371-21-000175
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210422
FILED AS OF DATE: 20210422
DATE AS OF CHANGE: 20210422
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Winkler Sarah Hollis
CENTRAL INDEX KEY: 0001776182
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34753
FILM NUMBER: 21844249
MAIL ADDRESS:
STREET 1: 5964 LA PLACE COURT
CITY: CARLSBAD
STATE: CA
ZIP: 92008
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: GenMark Diagnostics, Inc.
CENTRAL INDEX KEY: 0001487371
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 272053069
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 5964 LA PLACE COURT
CITY: CARLSBAD
STATE: CA
ZIP: 92008
BUSINESS PHONE: (760) 448-4300
MAIL ADDRESS:
STREET 1: 5964 LA PLACE COURT
CITY: CARLSBAD
STATE: CA
ZIP: 92008
4
1
wf-form4_161911395217416.xml
FORM 4
X0306
4
2021-04-22
0
0001487371
GenMark Diagnostics, Inc.
GNMK
0001776182
Winkler Sarah Hollis
5964 LA PLACE COURT
CARLSBAD
CA
92008
0
1
0
0
VP, Human Resources
Common Stock
2021-04-22
4
U
0
147502
24.05
D
0
D
Market Stock Units
0.0
2021-04-22
4
D
0
6668
D
Common Stock
6668.0
0
D
Market Stock Units
0.0
2021-04-22
4
D
0
33334
D
Common Stock
33334.0
0
D
Market Stock Units
0.0
2021-04-22
4
D
0
12500
D
Common Stock
12500.0
0
D
Disposed of pursuant to the Agreement and Plan of Merger, dated March 12, 2021, by and among Roche Holdings, Inc., a Delaware corporation ("Parent"), Geronimo Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent ("Purchaser"), and GenMark Diagnostics, Inc., a Delaware corporation (the "Company") (the "Merger Agreement" and the transactions contemplated thereby, the "Merger"), whereby Parent caused Purchaser to conduct a tender offer for all of the issued and outstanding shares of common stock, par value $0.0001 per share, of the Company, at a price of $24.05 per share (the "Offer Price"). On April 22, 2021 (the "Merger Effective Time"), the Company irrevocably accepted for payment all shares that were validly tendered and not withdrawn.
Includes 95,938 RSUs. The Merger Agreement provides that each RSU awarded pursuant to any Company Plan, whether vested or unvested, that is outstanding immediately prior to the Merger Effective Time, will automatically (i) be fully accelerated and vest in full and the restrictions thereon shall lapse and (ii) be canceled and terminated as of the Merger Effective Time, and, in exchange therefor, each former holder of any such RSU will be entitled to receive an amount in cash (without interest and subject to any deduction for required withholding taxes) equal to the product of the Offer Price multiplied by the number of Shares subject to such RSU.
The Merger Agreement provides that (i) each unvested MSU awarded pursuant to any Company Plan that is outstanding immediately prior to the Merger Effective Time will automatically fully vest (based on the performance level attained pursuant to the terms of the applicable award agreement, including any provision therein related to the effect of a change of control) and become a vested MSU in accordance with its terms and (ii) each MSU, whether vested or unvested, that is outstanding immediately prior to the Effective Time will be canceled and terminated as of the Merger Effective Time, and, in exchange therefor, each former holder of any vested MSU will be entitled to receive an amount in cash (without interest and subject to any deduction for required withholding taxes) equal to the product of the Offer Price multiplied by the number of Shares subject to such vested MSU.
/s/ Eric Stier, Attorney-in-fact
2021-04-22