0001368993-17-000027.txt : 20170301 0001368993-17-000027.hdr.sgml : 20170301 20170301143030 ACCESSION NUMBER: 0001368993-17-000027 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170228 FILED AS OF DATE: 20170301 DATE AS OF CHANGE: 20170301 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WaferGen Bio-systems, Inc. CENTRAL INDEX KEY: 0001368993 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 900416683 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 34700 CAMPUS DRIVE CITY: FREMONT STATE: CA ZIP: 94555 BUSINESS PHONE: (510) 651-4450 MAIL ADDRESS: STREET 1: 34700 CAMPUS DRIVE CITY: FREMONT STATE: CA ZIP: 94555 FORMER COMPANY: FORMER CONFORMED NAME: La Burbuja Cafe, Inc. DATE OF NAME CHANGE: 20060714 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Carlson Rolland CENTRAL INDEX KEY: 0001641695 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36601 FILM NUMBER: 17653335 MAIL ADDRESS: STREET 1: 7400 PASEO PADRE PARKWAY CITY: FREMONT STATE: CA ZIP: 94555 4 1 wf-form4_148839661592051.xml FORM 4 X0306 4 2017-02-28 1 0001368993 WaferGen Bio-systems, Inc. WGBS 0001641695 Carlson Rolland 34700 CAMPUS DRIVE FREMONT CA 94555 1 1 0 0 CEO and President Common Stock 2017-02-28 4 D 0 50001 7.3471 D 0 D Common Stock Warrant (right to buy) 7.2 2017-02-28 4 D 0 40000 0 D 2020-10-21 Common Stock 40000.0 0 D Includes 6,667 restricted stock units ("RSUs"). Pursuant to the Agreement and Plan of Merger, dated May 12, 2016, by and among WaferGen Bio-systems, Inc., Takara Bio USA Holdings, Inc., Walrus Acquisition Corporation and Takara Bio USA, Inc. (the "Merger Agreement"), (i) each issued and outstanding RSU was automatically vested and converted into the right to receive $7.347126 in cash, without interest, and (ii) each issued and outstanding share of common stock was automatically cancelled and converted into the right to receive $7.347126 in cash, without interest. The securities were exercisable for shares of common stock at any time on or after October 21, 2015 and on or prior to the close of business on October 21, 2020. Pursuant to the Merger Agreement, each outstanding warrant to purchase shares of common stock was cancelled in exchange for a cash payment for each share subject to the warrant equal to the excess of $7.347126 over the per share exercise price of the warrant. /s/ Rolland Carlson 2017-03-01