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^*

Henkel Achim

(Last)

(First)

(Middle)

C/O ABAXIS, INC.

3240 WHIPPLE ROAD

(Street)

UNION CITY

94587

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ABAXIS INC [ ABAX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2016

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)
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)
Common Stock	05/02/2016		M		900	A	$0	45,850	D
Common Stock	05/02/2016		M		1,050	A	$0	46,900	D
Common Stock	05/02/2016		M		6,300	A	$0	53,200	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)
Restricted Stock Units⁽¹⁾	$0	05/02/2016		A		9,000		05/02/2017⁽²⁾	⁽³⁾	Common Stock	9,000	$0	9,000	D
Performance Restricted Stock Units⁽¹⁾	$0	05/02/2016		A		8,000		05/02/2019⁽⁴⁾	⁽³⁾	Common Stock	8,000	$0	8,000	D
Performance Restricted Stock Units⁽¹⁾	$0	05/02/2016		A		8,000		05/02/2019⁽⁵⁾	⁽³⁾	Common Stock	8,000	$0	8,000	D
Restricted Stock Units⁽¹⁾	$0	05/02/2016		M			900	04/28/2016⁽⁶⁾	⁽³⁾	Common Stock	900	$0	7,650	D
Restricted Stock Units⁽¹⁾	$0	05/02/2016		M			1,050	04/29/2016⁽⁶⁾	⁽³⁾	Common Stock	1,050	$0	4,900	D
Restricted Stock Units⁽¹⁾	$0	05/02/2016		M			6,300	04/30/2016⁽⁶⁾	⁽³⁾	Common Stock	6,300	$0	0	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Abaxis common stock.

2. Granted under the Abaxis 2014 Equity Incentive Plan. Restricted stock units vest as to 5% after the first year; then vest as to 10% after the second year; then vest as to 15% after the third year; and the remaining 70% after the fourth year.

3. Not applicable.

4. Granted under the Abaxis 2014 Equity Incentive Plan. Performance restricted stock units vest based on achievement of income from operations in excess of 90% of target for fiscal 2017 and based on time vesting of 50% on May 2, 2019 and 50% on May 2, 2020.

5. Granted under the Abaxis 2014 Equity Incentive Plan. Performance restricted stock units vest based on achievement of income from operations in excess of 100% of target for fiscal 2017 and based on time vesting of 50% on May 2, 2019 and 50% on May 2, 2020.

6. Granted under the Abaxis 2005 Equity Incentive Plan. Restricted stock units vest as to 5% after the first year; then vest as to 10% after the second year; then vest as to 15% after the third year; and the remaining 70% after the fourth year.

	/s/ Achim Henkel	05/04/2016
	** 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).
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