0001567619-23-001527.txt : 20230131 0001567619-23-001527.hdr.sgml : 20230131 20230131140938 ACCESSION NUMBER: 0001567619-23-001527 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230131 FILED AS OF DATE: 20230131 DATE AS OF CHANGE: 20230131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Serafini-Lamanna Tony CENTRAL INDEX KEY: 0001812602 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14902 FILM NUMBER: 23571926 MAIL ADDRESS: STREET 1: 3471 RIVER HILLS DRIVE CITY: CINCINNATI STATE: OH ZIP: 45244 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MERIDIAN BIOSCIENCE INC CENTRAL INDEX KEY: 0000794172 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 310888197 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 3471 RIVER HILLS DR CITY: CINCINNATI STATE: OH ZIP: 45244 BUSINESS PHONE: 5132713700 MAIL ADDRESS: STREET 1: 3471 RIVER HILLS DRIVE CITY: CINCINNATI STATE: OH ZIP: 45244 FORMER COMPANY: FORMER CONFORMED NAME: MERIDIAN DIAGNOSTICS INC DATE OF NAME CHANGE: 19920703 4 1 doc1.xml FORM 4 X0306 4 2023-01-31 1 0000794172 MERIDIAN BIOSCIENCE INC VIVO 0001812602 Serafini-Lamanna Tony 3471 RIVER HILLS DRIVE CINCINNATI OH 45244 0 1 0 0 Executive VP-Diagnostics Common Stock 2023-01-31 4 A 0 7945 A 43338 D Common Stock 2023-01-31 4 D 0 43338 D 0 D Stock Option (Right to Buy) 14.6 2023-01-31 4 D 0 10000 19.4 D 2028-04-30 Common Stock 10000 0 D Stock Option (Right to Buy) 6.97 2023-01-31 4 D 0 4000 27.03 D 2030-03-26 Common Stock 4000 0 D Stock Option (Right to Buy) 18.48 2023-01-31 4 D 0 12107 15.52 D 2030-11-05 Common Stock 12107 0 D Stock Option (Right to Buy) 18.88 2023-01-31 4 D 0 11669 15.12 D 2031-11-04 Common Stock 11669 0 D Represents 7,945 shares of the Issuer's common stock awarded to the Reporting Person upon the vesting of a portion of an award of performance stock units ("PSUs") in connection with the closing of the transactions contemplated by the Merger Agreement (as defined below). The shares were disposed of pursuant to the Agreement and Plan of Merger dated as of July 7, 2022 (the "Merger Agreement") by and among the Issuer and SD Biosensor, Inc., a corporation with limited liability organized under the laws of the Republic of Korea whereby, immediately prior to the effective time of the merger contemplated therein (the "Effective Time"), all issued and outstanding shares of Issuer common stock were converted into the right to receive $34.00 per share in cash and, when so converted, automatically cancelled. The Stock Option vested in full and was cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the difference between the per share exercise price of the option and the $34.00 per share merger consideration, less all applicable deductions and withholdings required to be withheld in respect of such payment. The Stock Option vested in full and was cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the difference between the per share exercise price of the option and the $34.00 per share merger consideration, less all applicable deductions and withholdings required to be withheld in respect of such payment. The Stock Option vested in full and was cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the difference between the per share exercise price of the option and the $34.00 per share merger consideration, less all applicable deductions and withholdings required to be withheld in respect of such payment. The Stock Option vested in full and was cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the difference between the per share exercise price of the option and the $34.00 per share merger consideration, less all applicable deductions and withholdings required to be withheld in respect of such payment. /s/ F. Mark Reuter, as Attorney-in-Fact for Tony Serafini-Lamanna 2023-01-31