SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Gavin Robert M.

(Last)

(First)

(Middle)

614 MCKINLEY PLACE NE

(Street)

MINNEAPOLIS

55413

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BIO-TECHNE Corp [ TECH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior V.P. Protein Platforms

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/01/2017		M		1,667	A	$0	1,667	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$93.32							⁽¹⁾	07/31/2021	Common Stock	10,000		10,000	D
Stock Option (Right to Buy)	$93.32	02/01/2017		D			33,333	⁽²⁾	07/31/2021	Common Stock	33,333	$0	16,667	D
Stock Option (Right to Buy)	$90.25							⁽³⁾	11/30/2021	Common Stock	5,000		5,000	D
Restricted Stock Units	⁽⁶⁾	02/01/2017		M			1,667	⁽⁴⁾	⁽⁴⁾	Common Stock	1,667	$0	0	D
Stock Option (Right to Buy)	$108.49							⁽⁵⁾	08/07/2022	Common Stock	12,500		12,500	D
Stock Option (Right to Buy)	$108.49							⁽⁷⁾	08/07/2022	Common Stock	9,375		9,375	D
Restricted Stock Units	⁽⁶⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	1,500		1,500	D
Stock Option (Right to Buy)	$106.59	08/18/2016		A		17,371		⁽⁸⁾	08/18/2023	Common Stock	17,371	$0	17,371	D
Stock Option (Right to Buy)	$106.59	08/18/2016		A		13,028		⁽⁹⁾	08/18/2023	Common Stock	13,028	$0	13,028	D
Restricted Stock Units	⁽⁶⁾	08/18/2016		A		2,111		⁽⁹⁾	⁽⁹⁾	Common Stock	2,111	$0	2,111	D

Explanation of Responses:

1. 2,500 shares vest on each of 7/31/15, 7/31/16, 7/31/17 and 7/31/18.

2. On 2/1/17, the Board of Directors authorized discretionary vesting for 16,667 performance options. The remainder of the performance options were forfeited.

3. 1,500 shares vest on each of 12/1/15, 12/1/16, 12/1/17 and 12/1/18.

4. On 2/1/17, the Board of Directors authorized discretionary vesting for 1,667 performance RSUs. The remainder of the performance RSUs were foreited.

5. 3,125 shares vest on each of 8/7/16, 8/7/17, 8/7/18 and 8/7/19.

6. Each restricted stock unit represents a contingent right to receive one shares of Bio-Techne common stock.

7. Vests in full or in part on 8/7/18 if certain performance goals are achieved (or such later date as performance is certified by the Administrator).

8. Vests 4,343 shares on each of 8/18/17, 8/18/18 and 8/18/19, and 4,342 shares on 8/18/20.

9. Vests in full or in part on 8/18/19 if certain performance goals are achieved (or such later date as performance is certified by the Administrator).

Remarks:

	/s/ Elizabeth M. Dunshee as Attorney-in-Fact for Robert M. Gavin pursuant to Power of Attorney previously filed.	02/03/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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