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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol BIO-TECHNE Corp [ TECH ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 08/18/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 08/18/2016 | A | 16,653 | A | $0 | 61,030(1) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $67.46 | (2) | 04/01/2020 | Common Stock | 65,000 | 65,000 | D | ||||||||
Stock Option (Right to Buy) | $67.46 | (3) | 04/01/2020 | Common Stock | 50,000 | 50,000 | D | ||||||||
Stock Option (Right to Buy) | $86.25 | (4) | 04/01/2021 | Common Stock | 46,316 | 46,316 | D | ||||||||
Stock Option (Right to Buy) | $94.35 | (5) | 08/12/2021 | Common Stock | 80,460 | 80,460 | D | ||||||||
Restricted Stock Unit | (7) | (5) | (5) | Common Stock | 11,129 | 11,129 | D | ||||||||
Stock Option (Right to Buy) | $108.49 | (6) | 08/07/2022 | Common Stock | 79,517 | 79,517 | D | ||||||||
Stock Option (Right to Buy) | $108.49 | (8) | 08/07/2022 | Common Stock | 119,275 | 119,275 | D | ||||||||
Restricted Stock Unit | (7) | (8) | (8) | Common Stock | 17,283 | 17,283 | D | ||||||||
Stock Option (Right to Buy) | $106.59 | 08/18/2016 | A | 102,779 | (9) | 08/18/2023 | Common Stock | 102,779 | $0 | 102,779 | D | ||||
Stock Option (Right to Buy) | $106.59 | 08/18/2016 | A | 154,169 | (10) | 08/18/2023 | Common Stock | 154,169 | $0 | 154,169 | D | ||||
Restricted Stock Unit | (7) | 08/18/2016 | A | 24,979 | (10) | (10) | Common Stock | 24,979 | $0 | 24,979 | D |
Explanation of Responses: |
1. Includes (i) 2,551 shares for which the risk of forfeiture will lapse with respect to 2,551 shares on April 1, 2017; (ii) 10,203 shares for which the risk of forfeiture will lapse pursuant to achievement of performance goals; (iii) 7,682 shares for which the risks of forfeiture will lapse with respect to 3,841 shares on each of August 7, 2017 and August 7, 2018; and (iv) 16,653 shares for which the risks of forfeiture will lapse with respect to 5,551 shares on each of August 18, 2017, August 18, 2018 and August 18, 2019. |
2. The option will vest pursuant to the following schedule: 8,125 shares on October 1, 2013, 1,354 shares on the first day of each month for the period beginning November 1, 2013 and ending March 1, 2017, and 1,361 shares on April 1, 2017. |
3. Fully exercisable pursuant to achievement of performance goals. |
4. The option will vest pursuant to the following schedule: 5,790 shares on October 1, 2014, 965 shares on the first day of the month for the period beginning November 1, 2014 and ending March 1, 2018, and 961 shares on April 1, 2018. |
5. Vests in full or in part if certain performance goals are achieved during each of the 2015, 2016 and 2017 fiscal years. |
6. 19,879 shares vest on each of August 7, 2016, August 7, 2017 and August 7, 2018 and 19,880 shares vest on August 7, 2019. |
7. Each restricted stock unit represents a contingent right to receive one share of Bio-Techne common stock. |
8. 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). |
9. Vests 25,695 shares on each of 8/18/17, 8/18/18, and 8/18/19 and 25,694 shares on 8/18/20. |
10. 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 Charles R. Kummeth pursuant to Power of Attorney previously filed. | 08/22/2016 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |