| 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 REFERENCE LABORATORIES INC [ BRLI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/20/2015 | ||||||||||||||||||||||||||
| 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 | 08/20/2015 | D | 1,937,502 | D | (1) | 0 | D | |||
| Common Stock | 08/20/2015 | D | 159,464 | D | (1) | 0 | I | By Trust(2) | ||
| Common Stock | 08/20/2015 | D | 244,834 | D | (1) | 0 | I | By Spouse and Children(3) | ||
| Common Stock | 08/20/2015 | D | 200,000 | D | (1) | 0 | I | By Spouse's Trust(4) | ||
| Common Stock | 08/20/2015 | D | 200,000 | D | (1) | 0 | I | By Trust(5) | ||
| 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 | ||||||||
| Explanation of Responses: |
| 1. As of the effective time of the transactions contemplated by the Agreement and Plan of Merger, dated as of June 3, 2015 (the "Merger Agreement"), by and among the Issuer, OPKO Health, Inc., a Delaware corporation ("OPKO"), and Bamboo Acquisition, Inc., a New Jersey corporation, each share of the Issuer's common stock held by the reporting person was disposed of pursuant to the Merger Agreement in exchange for 2.75 shares of OPKO common stock. |
| 2. Represents shares held in a successor trust to a grantor retained annuity trust of which Pam Gau Grodman, the reporting person's spouse, and Rich Faherty are trustees. |
| 3. Represents 145,834 shares directly owned by the reporting person's wife and 99,000 shares owned by their children. The reporting person disclaims beneficial ownership of these 244,834 shares. |
| 4. Represents 200,000 shares held in trust for the benefit of the reporting person's wife and children, of which the reporting person and Mr. Ariel Fuentes are the co-trustees. |
| 5. Represents 200,000 shares held in trust for the benefit of the reporting person and children, of which the reporting person's wife is the trustee. |
| /s/ Marc Grodman | 08/20/2015 | |
| ** 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. | ||
