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 BIOLIFE SOLUTIONS INC [ BLFS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/08/2021 | ||||||||||||||||||||||||||
| 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 | 02/08/2021 | A | 3,610 | A | (1) | 67,488 | D | |||
| Common Stock | 02/08/2021 | M(2) | 12,982 | A | (2) | 80,470 | D | |||
| Common Stock | 02/17/2021 | S(3) | 1,842 | D | $41.55 | 78,628 | D | |||
| Common Stock | 02/18/2021 | S(3) | 1,882 | D | $40.67 | 76,746 | D | |||
| Common Stock | 02/19/2021 | S(3) | 1,876 | D | $40.76 | 74,870 | 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 Award | $0 | 02/08/2021 | A | 3,610(4) | (4) | (4) | Common Stock | 3,610 | $0 | 3,610 | D | ||||
| Explanation of Responses: |
| 1. The restricted stock was granted pursuant to the BioLife Solutions 2013 Performance Incentive Plan (the "Plan") and vests 25% on the first anniversary of the grant date and thereafter quarterly, in 12 equal quarterly installments. The restricted stock was granted to the reporting person as part of 2021 compensation. |
| 2. The reporting person was granted restricted stock pursuant to the Plan on February 25, 2019. In accordance with the terms of the grant, the restricted stock vested as to 200% of the reported number of shares reported in the reporting person's Form 4 reporting the grant based on the registrant's total shareholder return during the period beginning on January 1, 2019 through December 31, 2020 as compared to the total shareholder return of 20 of the registrant's peers (such peers have been determined by the registrant's compensation committee with assistance of an outside consultant immediately prior to the grant date). |
| 3. The sale reported herein was made by the issuer to satisfy tax withholding obligations in connection with the vesting of shares of restricted stock. |
| 4. The restricted stock was granted pursuant to the Plan. The restricted stock will vest as to between 0% and 200% of the reported number of shares in column 5 based on the registrant's total shareholder return during the period beginning on January 1, 2021 through December 31, 2022 as compared to the total shareholder return of certain of the registrant's peers (such peers have been determined by the registrant's compensation committee with assistance of an outside consultant immediately prior to the grant date) and will vest on the date on which the registrant's board of directors determine the total shareholder return for the period. |
| /s/ Todd Berard | 02/19/2021 | |
| ** 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. | ||