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) 12/07/2020 | ||||||||||||||||||||||||||
| 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 | 12/07/2020 | S | 5,000 | D | $308 | 166,269(1) | D | |||
| Common Stock | 100 | I | By Step-Son | |||||||
| Common Stock | 100 | I | By Step-Daughter | |||||||
| 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 Options (Right to Buy) | $94.35 | (2) | 08/12/2021 | Common Stock | 66,849 | 66,849 | D | ||||||||
| Stock Options (Right to Buy) | $108.49 | (2) | 08/07/2022 | Common Stock | 95,346 | 95,346 | D | ||||||||
| Stock Options (Right to Buy) | $108.49 | (2) | 08/07/2022 | Common Stock | 79,517 | 79,517 | D | ||||||||
| Stock Options (Right to Buy) | $106.59 | (2) | 08/18/2023 | Common Stock | 154,169 | 154,169 | D | ||||||||
| Stock Options (Right to Buy) | $106.59 | (2) | 08/18/2023 | Common Stock | 102,779 | 102,779 | D | ||||||||
| Stock Options (Right to Buy) | $125.05 | (2) | 08/09/2024 | Common Stock | 117,342 | 117,342 | D | ||||||||
| Stock Options (Right to Buy) | $125.05 | (4) | 08/09/2024 | Common Stock | 78,228 | 78,228 | D | ||||||||
| Restricted Stock Units | (3) | (5) | (5) | Common Stock | 16,918 | 16,918 | D | ||||||||
| Stock Options (Right to Buy) | $177.32 | (5) | 08/08/2025 | Common Stock | 90,334 | 90,334 | D | ||||||||
| Stock Options (Right to Buy) | $177.32 | (6) | 08/08/2025 | Common Stock | 60,222 | 60,222 | D | ||||||||
| Restricted Stock Units | (3) | (7) | (7) | Common Stock | 16,937 | 16,937 | D | ||||||||
| Stock Options (Right to Buy) | $190.41 | (7) | 08/07/2026 | Common Stock | 85,725 | 85,725 | D | ||||||||
| Stock Options (Right to Buy) | $190.41 | (8) | 08/07/2026 | Common Stock | 57,150 | 57,150 | D | ||||||||
| Restricted Stock Units | (3) | (9) | (9) | Common Stock | 12,879 | 12,879 | D | ||||||||
| Stock Options (Right to Buy) | $267.87 | (9) | 08/05/2027 | Common Stock | 57,442 | 57,442 | D | ||||||||
| Stock Options (Right to Buy) | $267.87 | (10) | 08/05/2027 | Common Stock | 38,295 | 38,295 | D | ||||||||
| Stock Options (Right to Buy) | $267.87 | (11) | 08/05/2027 | Common Stock | 16,650 | 16,650 | D | ||||||||
| Stock Options (Right to Buy) | $267.87 | (12) | 08/05/2027 | Common Stock | 16,650 | 16,650 | D | ||||||||
| Explanation of Responses: |
| 1. Includes (i) 3,759 shares of restricted stock for which the risk of forfeiture will lapse on August 8, 2021; (ii) 7,527 shares of restricted stock for which the risk of forfeiture will lapse with respect to 3,764 shares on August 7, 2021 and as to 3,763 shares on August 7, 2022; and (iii) 8,586 shares of restricted stock for which the risk of forfeiture will lapse as to 2,862 shares on each of August 5, 2021, August 5, 2022 and August 5, 2023. |
| 2. Fully exercisable. |
| 3. Each restricted stock unit represents a contingent right to receive one share of Bio-Techne common stock. |
| 4. Options to purchase 19,557 shares vest on each of 8/9/2018, 8/9/2019, 8/9/2020 and 8/9/2021. |
| 5. Vests in full or in part on 8/8/2021 if certain performance goals are achieved (or such later date as performance is certified by the Administrator). |
| 6. Options to purchase 15,056 shares vest on each of 8/8/2019 and 8/8/2020 and options to purchase 15,055 shares vest on each of 8/8/2021 and 8/8/2022. |
| 7. Vests in full or in part on 8/7/2022 if certain performance goals are achieved (or such later date as performance is certified by the Administrator). |
| 8. Options to purchase 14,288 shares vest on each of 8/7/2020 and 8/7/2021 and options to purchase 14,287 shares vest on each of 8/7/2022 and 8/7/2023. |
| 9. Vests in full or in part on 8/5/2023 if certain performance goals are achieved (or such later date as performance is certified by the Administrator). |
| 10. Options to purchase 9,573 shares vest on 8/5/21 and options to purchase 9,574 shares vest on each of 8/5/22, 8/5/23 and 8/5/24. |
| 11. Vests in full on the date performance of certain product revenue goals during the period of fiscal 2021-2023 is certified by the Administrator, in no event earlier than 8/5/2021. |
| 12. Options to purchase 5,550 shares vest on each of 8/5/21, 8/5/22 and 8/5/23. |
| Remarks: |
| /s/ Brenda S. Furlow as Attorney-in-Fact for Charles R. Kummeth pursuant to Power of Attorney previously filed. | 12/09/2020 | |
| ** 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. | ||