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)
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2. Issuer Name and Ticker or Trading Symbol
CLARIENT, INC [ CLRT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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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 | ||||||
Clarient, Inc. common stock | 12/22/2010 | D | 10,000(1) | D | $5 | 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 | ||||||||
Clarient, Inc. stock option (right to buy) | $1.32 | 12/22/2010 | D(2)(3) | 30,000 | (2)(3) | 12/01/2013 | common stock | 30,000 | $3.68 | 0 | D | ||||
Clarient, Inc. stock option (right to buy) | $2.06 | 12/22/2010 | D(2)(3) | 15,000 | (2)(3) | 07/17/2017 | common stock | 15,000 | $2.94 | 0 | D | ||||
Clarient, Inc. stock option (right to buy) | $2 | 12/22/2010 | D(2)(3) | 20,000 | (2)(3) | 07/14/2018 | common stock | 20,000 | $3 | 0 | D | ||||
Clarient, Inc. stock option (right to buy) | $2.71 | 12/22/2010 | D(2)(3) | 25,000 | (2)(3) | 05/13/2019 | common stock | 25,000 | $2.29 | 0 | D | ||||
Clarient, Inc. stock option (right to buy) | $2.81 | 12/22/2010 | D(2)(3) | 15,000 | (2)(3) | 06/08/2020 | common stock | 15,000 | $2.19 | 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 Gregory D. Waller | 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). | ||
** 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. |