SEC FORM 4

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^*

Pellini Michael J

(Last)

(First)

(Middle)

31 COLUMBIA

(Street)

ALISO VIEJO

92656

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CLARIENT, INC [ CLRT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2010

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Clarient, Inc. common stock	12/22/2010		D		300,000⁽¹⁾	D	$5	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Clarient, Inc. stock option (right to buy)	$1.62	12/22/2010		D⁽²⁾⁽³⁾		400,000		⁽²⁾⁽³⁾	04/24/2019	common stock	400,000	$3.38	0	D
Clarient, Inc. stock option (right to buy)	$1.7	12/22/2010		D⁽²⁾⁽³⁾		350,000		⁽²⁾⁽³⁾	02/24/2019	common stock	350,000	$3.3	0	D

Explanation of Responses:

1. Represents restricted shares of common stock which vested in full upon the completion of the merger of Crane Merger Sub, Inc. ("Crane"), an indirect wholly owned subsidiary of General Electric Company ("GE"), with and into the Issuer on December 22, 2010. Each restricted share of common stock was converted into the right to receive $5.00, without interest and less any required withholding taxes.

2. This option to purchase shares of the Issuer's common stock ("Issuer Shares") became 100% vested and exercisable due to a change in control of the Issuer effected through the completion of a tender offer by Crane, an indirect wholly owned subsidiary of GE, effective as of December 22, 2010.

3. (continued from Footnote 2) As a result of the completion of the tender offer, this option was deemed exercised and, at the effective time of the merger of Crane with and into the Issuer (with the Issuer surviving as an indirect, wholly owned subsidiary of GE), the option was terminated and converted into the right to receive an amount in cash (subject to any applicable withholding or other taxes required by applicable law to be withheld) equal to the product of (A) the total number of Issuer Shares deemed to be issued upon the deemed exercise of such option and (B) the excess, if any, of $5.00 over the exercise price per Issuer Share previously subject to such option.

	Leo M. Greenstein, agent for Michael J. Pellini	12/23/2010
	** 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).
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