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) 10/26/2017 | ||||||||||||||||||||||||||
| 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 | 10/26/2017 | A | 14,194 | A | $0.00 | 84,472(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 | ||||||||
| Restricted Stock Unit | (2) | 10/26/2017 | A | 21,291 | (3) | (3) | Common Stock | 21,291 | $0.00 | 21,291 | D | ||||
| Stock Options (Right to buy) | $125.05 | 10/26/2017 | A | 117,342 | (3) | 08/09/2024 | Common Stock | 117,342 | $0.00 | 117,342 | D | ||||
| Stock Options (Right to buy) | $125.05 | 10/26/2017 | A | 78,228 | (4) | 08/09/2024 | Common Stock | 78,228 | $0.00 | 78,228 | D | ||||
| Restricted Stock Unit | (2) | (5) | (5) | Common Stock | 17,283 | 17,283 | D | ||||||||
| Restricted Stock Unit | (2) | (6) | (6) | Common Stock | 24,979 | 24,979 | D | ||||||||
| Stock Option (Right to Buy) | $108.49 | (7) | 08/07/2022 | Common Stock | 79,517 | 79,517 | D | ||||||||
| Stock Option (Right to Buy) | $108.49 | (5) | 08/07/2022 | Common Stock | 119,275 | 119,275 | D | ||||||||
| Stock Option (Right to Buy) | $106.59 | (8) | 08/18/2023 | Common Stock | 102,779 | 102,779 | D | ||||||||
| Stock Option (Right to Buy) | $106.59 | (6) | 08/18/2023 | Common Stock | 154,169 | 154,169 | D | ||||||||
| Stock Option (Right to Buy) | $86.25 | (9) | 04/01/2021 | Common Stock | 46,316 | 46,316 | D | ||||||||
| Stock Option (Right to Buy) | $67.46 | (10) | 04/01/2020 | Common Stock | 65,000 | 65,000 | D | ||||||||
| Stock Option (Right to Buy) | $67.46 | (10) | 04/01/2020 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Stock Options (Right to buy) | $94.35 | (10) | 08/12/2021 | Common Stock | 66,849 | 66,849 | D | ||||||||
| Explanation of Responses: |
| 1. Includes (i) 10,203 shares for which the risk of forfeiture will lapse pursuant to achievement of performance goals; (ii) 3,841 shares for which the risks of forfeiture will lapse on August 7, 2018; and (iii) 11,102 shares for which the risks of forfeiture will lapse with respect to 5,551 shares on each of August 18, 2018 and August 18, 2019; and (iv) 4,731 shares each which risks of forfeiture will lapse on August 9, 2018 and August 9, 2019; and (v) 4,732 shares for which risks of forfeiture will lapse on August 9, 2020. |
| 2. Each restricted stock unit represents a contingent right to receive one share of Bio-Techne common stock. |
| 3. Vests in full or in part on 8/9/2020 if certain performance goals are achieved (or such later date as performance is certified by the Administrator). |
| 4. Vests 19,557 each on 8/9/2018, 8/9/2019, 8/9/2020, 8/9/2021 |
| 5. 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). |
| 6. 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). |
| 7. 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. |
| 8. 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. |
| 9. 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. |
| 10. Fully exercisable |
| Remarks: |
| /s/ Brenda S. Furlow, attorney in fact for Charles R. Kummeth pursuant to Power of Attorney filed here with | 10/30/2017 | |
| ** 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). | ||
| 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. | ||