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