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*
Martindale Lucy G.

(Last) (First) (Middle)
C/O LIPOSCIENCE, INC.
2500 SUMNER BOULEVARD

(Street)
RALEIGH NC 27616

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LIPOSCIENCE INC [ LPDX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP and CFO
3. Date of Earliest Transaction (Month/Day/Year)
11/20/2014
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 11/20/2014 D 107,881(1) D $5.25 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $2.5 11/20/2014 D 2,000 (2) 05/05/2015 Common Stock 2,000 $2.75(3) 0 D
Stock Option (Right to Buy) $3.88 11/20/2014 D 23,231 (4) 02/15/2017 Common Stock 23,231 $1.37(5) 0 D
Stock Option (Right to Buy) $2.46 11/20/2014 D 7,541 (6) 04/29/2018 Common Stock 7,541 $2.79(7) 0 D
Stock Option (Right to Buy) $2.5 11/20/2014 D 22,940 (8) 02/06/2019 Common Stock 22,940 $2.75(9) 0 D
Explanation of Responses:
1. Disposed of pursuant to the Merger Agreement and includes 24,485 shares of the Issuer's common stock underlying restricted stock unit awards.
2. The option was fully vested upon issuance on May 5, 2005.
3. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $5,510.40, which represents the difference between the merger consideration of $5.25 per share and the exercise price of the option per share.
4. The option was fully vested upon issuance on February 15, 2007.
5. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $31,912.42, which represents the difference between the merger consideration of $5.25 per share and the exercise price of the option per share.
6. The option was fully vested upon issuance on April 29, 2008.
7. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $21,087.65, which represents the difference between the merger consideration of $5.25 per share and the exercise price of the option per share.
8. The option was fully vested upon issuance on February 6, 2009.
9. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $63,204.29, which represents the difference between the merger consideration of $5.25 per share and the exercise price of the option per share.
Remarks:
On November 20, 2014, the Issuer became a wholly-owned subsidiary of Laboratory Corporation of America Holdings pursuant to the merger effected in connection with the agreement and plan of merger, dated September 24, 2014, by and among Issuer, Laboratory Corporation of America Holdings and Bear Acquisition Corp (the "Merger Agreement").
/s/ Kathryn F. Twiddy, attorney-in-fact 11/24/2014
** 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).
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