Response Biomedical (RPBIF) Form 4 RESPONSE BIOMEDICAL / Jonathan Jian Wang ownership change

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Wang Jonathan Jian

(Last) (First) (Middle)

C/O ORBIMED ADVISORS LLC

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RESPONSE BIOMEDICAL CORP [ RBM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	11/29/2016		J		71,396	D	(1)	0	D(2)
Common Stock	11/29/2016		J		3,604,266	D	(1)	0	I	See Footnotes(3)(4)(5)
Common Stock	11/29/2016		J		34,291	D	(1)	0	I	See Footnotes(5)(7)
Common Stock	11/29/2016		J		2,149,902	D	(1)	0	I	See Footnotes(5)(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)	$3.1(9)	11/29/2016		D			20,000	03/14/2014	03/14/2023	Common Stock	20,000	(8)	0	D
Stock Option (Right to Buy)	$1.43(9)	11/29/2016		D			5,000	03/14/2014	03/14/2023	Common Stock	5,000	(8)	0	D
Stock Option (Right to Buy)	$0.92(9)	11/29/2016		D			5,000	03/19/2016	03/19/2025	Common Stock	5,000	(10)	0	D
Stock Option (Right to Buy)	$0.85(9)	11/29/2016		D			5,000	03/24/2017	03/23/2026	Common Stock	5,000	(10)	0	D
Stock Option (Right to Buy)	$1.6(9)	11/29/2016		D			20,000	08/13/2013	08/13/2022	Common Stock	20,000	(8)	0	D
Warrant	$1.4231(9)							12/30/2011	12/30/2016	Common Stock	2,085,383		2,085,383(11)	I	See Footnotes(3)(4)(5)
Warrant	$1.4231(9)							12/30/2011	12/30/2016	Common Stock	19,858		19,858(11)	I	See Footnotes(5)(7)
Warrant	$1.4231(9)							12/30/2011	12/30/2016	Common Stock	1,245,964		1,245,964(11)	I	See Footnotes(4)(6)

Explanation of Responses:

1. In connection with the consummation of the transactions contemplated by the Agreement and Plan of Arrangement by and between the issuer and 1077801 B.C. Ltd., dated June 16, 2016 (the "Arrangement"), the reporting person rolled over their shares of common stock of the issuer into shares of common stock of 1077801 B.C. Ltd on a one-to-one basis.

2. The reporting person holds these shares of Common Stock of the Issuer ("Shares") on behalf of OrbiMed Private Investments III ("OPI III"), OrbiMed Asia Partners, L.P. ("OAP") and OrbiMed Associates III, LP ("OA III").

3. These Shares and warrants to purchase Shares ("Warrants") are held of record by OPI III and may be deemed to be indirectly beneficially owned by OrbiMed Capital GP III LLC ("OrbiMed Capital"), OrbiMed Advisors LLC ("OrbiMed Advisors"), and Samuel D. Isaly ("Isaly"). OrbiMed Capital is the sole general partner of OPI III. OrbiMed Advisors, a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of OrbiMed Capital. Pursuant to those relationships, OrbiMed Capital and OrbiMed Advisors have discretionary investment management authority with respect to the assets of OPI III.

4. Such authority includes the power to vote and otherwise dispose of the securities held by OPI III. Isaly, a natural person, is the managing member of, and holder of a controlling interest in, OrbiMed Advisors. As a result, Isaly, OrbiMed Advisors and OrbiMed Capital share power to direct the vote and to direct the disposition of the securities held by OPI III. The Reporting Person is an employee of OrbiMed Advisors

5. Each of the Reporting Person, OrbiMed Capital, OrbiMed Advisors, Isaly, OrbiMed Advisors Limited ("OrbiMed Limited") and OrbiMed Asia GP, L.P. ("OrbiMed Asia") disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any entity or person, including the Reporting Person, is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.

6. These Shares and Warrants are held of record by OAP and may be deemed to be indirectly beneficially owned by OrbiMed Asia and OrbiMed Limited. OrbiMed Asia is the sole general partner of OAP and OrbiMed Limited is the sole general partner of OrbiMed Asia. As a result, OrbiMed Asia has the power to direct the vote and to direct the disposition of the securities held by OAP and such power is exercised through OrbiMed Limited.

7. These Shares and Warrants are held of record by OA III and may be deemed to be indirectly beneficially owned by OrbiMed Advisors and Isaly. OrbiMed Advisors is the sole general partner of OA III, and Isaly is the managing member of, and holder of a controlling interest in, OrbiMed Advisors. As a result, Isaly and OrbiMed Advisors share power to direct the vote and to direct the disposition of the securities held by OA III.

8. Pursuant to the terms of the Arrangement, out of money stock options were cancelled.

9. Price shown is denominated in Canadian Dollars.

10. In connection with the Arrangement, all outstanding options to purchase common shares of the issuer as of immediately prior to the effective time of the Arrangement, were deemed unconditionally vested and exercisable, and subsequently cancelled in exchange for cash payment equal to the difference between the per share consideration of $1.12 CDN and the per share exercise price of such option multiplied by the number of common shares issuable pursuant to such option, less applicable withholdings.

11. In connection with the Arrangement, all outstanding Warrants will remain exercisable in accordance with their terms.

	/s/ Jonathan Jian Wang	12/01/2016
	** 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.