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 RESPONSE BIOMEDICAL CORP [ RBM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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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 | 11/29/2016 | D | 8,259 | D | (1) | 0 | 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 | ||||||||
| Stock Option (Right to Buy) | $2.2(2) | 11/29/2016 | D | 64,500 | (3) | 04/02/2022 | Common Stock | 64,500 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.5(2) | 11/29/2016 | D | 22,000 | (5) | 03/20/2024 | Common Stock | 22,000 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $0.88(2) | 11/29/2016 | D | 25,000 | (6) | 11/13/2024 | Common Stock | 25,000 | (7) | 0 | D | ||||
| Stock Option (Right to Buy) | $0.92(2) | 11/29/2016 | D | 22,000 | (8) | 03/19/2025 | Common Stock | 22,000 | (7) | 0 | D | ||||
| Stock Option (Right to Buy) | $0.72(2) | 11/29/2016 | D | 100,000 | (9) | 05/19/2025 | Common Stock | 100,000 | (7) | 0 | D | ||||
| Stock Option (Right to Buy) | $0.6(2) | 11/29/2016 | D | 25,000 | (10) | 12/21/2025 | Common Stock | 25,000 | (7) | 0 | D | ||||
| Warrant | $1.4231(2) | 12/29/2011(11) | 12/30/2016 | Common Stock | 8,259 | 0(12) | D | ||||||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the Agreement and Plan of Arrangement by and between the issuer and 1077801 B.C. Ltd., dated June 16, 2016 (the "Arrangement"), pursuant to which 1077801 B.C. Ltd. acquired all of the outstanding common shares of the issuer (other than those rolled over into the purchaser) in exchange for cash consideration of $1.12 CDN per share. |
| 2. Prices shown are denominated in Canadian dollars. |
| 3. 25% of the options shall vest and become exercisable on the date which is one year after the date of grant. An additional 1/48th of the options initially granted will vest and be exercisable on the first day of each calendar month beginning on the first calendar month after the calendar month in which the options continue to vest for 35 additional consecutive calendar months until all such options are vested and fully exercisable. |
| 4. Pursuant to the terms of the Arrangement, out of money stock options were cancelled. |
| 5. 50% of the options shall vest and become exercisable on the date which is one year after the date of grant, if and only if the 2014 corporate goals as approved by the board of directors of the company are met. 50% of the remaining options vests as follows (a) 25% of the options shall vest and become exercisable on the date which is one year after the date of grant and (b) an additional 1/48th of the remaining options initially granted will vest and be exercisable on the first day of each calendar month beginning on the first calendar month after the calendar month in which the remaining options continue to vest for 35 additional consecutive calendar months until all such remaining options are vested and fully exercisable. Award originally consisted of 44,000 options, 22,000 of which expired upon non-satisfaction of the performance criteria for 2014 corporate goals. |
| 6. 25% of the options shall vest and become exercisable on November 15, 2015, and 1/48th of the options shall vest over the next 36 months commencing on the first day of each calendar month beginning December 1, 2015. |
| 7. 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. |
| 8. 25% of the options shall vest and become exercisable on March 20, 2016, and 1/48th of the options shall vest over the next 36 months commencing on the first day of each calendar month beginning April 1, 2016, subject to the reporting person's continued employment with the Company through each vesting date. |
| 9. 25% of 50,000 options shall vest and become exercisable on May 19, 2016, and 1/48th of these 50,000 options shall vest over the next 36 months commencing on the first day of each calendar month beginning June 1, 2016, subject to the reporting person's continued employment with the Company through each vesting date. The next 50,000 options shall vest at the time of the Company's release of its financial results for the year ended December 31, 2015, upon the achievement of certain corporate objectives for fiscal year 2015, as determined by the Company's board. The remaining 50,000 options shall vest at the time of the Company's release of its financial results for the year ended December 31, 2016, upon the achievement of certain corporate objectives for fiscal year 2016, as determined by the Company's board. Award originally consisted of 150,000 options, 50,000 of which expired upon non-satisfaction of the performance criteria for the fiscal year ended December 31, 2015. |
| 10. On December 22, 2015, the reporting person was granted an option to purchase 25,000 shares of common stock. The option vests upon the satisfaction of certain performance criteria; provided such criteria is met on or before June 30, 2016. This performance criteria was met, resulting in the vesting of the option in full. |
| 11. The warrant expires five years from the date of issue. |
| 12. In connection with the Arrangement, all outstanding warrants to purchase shares of the issuers common stock will remain exercisable in accordance with their terms. |
| /s/ Anastasios Tsonis, as Attorney-in-Fact | 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. | ||