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^*

Kayyem Jon Faiz

(Last)

(First)

(Middle)

757 S. RAYMOND AVENUE

(Street)

PASADENA

91105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GenMark Diagnostics, Inc. [ GNMK ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2010

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)
Common Stock	06/03/2010		J⁽¹⁾		61,651	A	⁽¹⁾	61,651	I	HI Charitable Remainder Uni Trust⁽²⁾
Common Stock	06/03/2010		J⁽¹⁾		124,934	A	⁽¹⁾	124,934	I	Jon Faiz Kayyem and Paige N. Gates Family Trust⁽²⁾
Common Stock	06/03/2010		J⁽¹⁾		319,308	A	⁽¹⁾	319,308	I	IFIN LP⁽²⁾
Common Stock	06/03/2010		P		250,000	A	$6	569,308	I	IFIN LP⁽²⁾

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)
Stock Option (Right to Buy)	$6.49	06/03/2010		J⁽³⁾		248,568		⁽⁴⁾	12/23/2019	Common Stock	248,568	$0	248,568	D

Explanation of Responses:

1. Received in exchange for ordinary shares of Osmetech plc in connection with the reorganization of GenMark Diagnostics, Inc. The reorganization resulted in GenMark becoming the parent company of Osmetech, GenMark's parent company prior to the reorganization, through a scheme of arrangement under Part 26 of the U.K. Companies Act of 2006, but did not alter the proportionate interests of security holders. The number of shares issuable pursuant to the reorganization was determined pursuant to an exchange ratio of 230 ordinary shares of Osmetech for one share of GenMark common stock.

2. Mr. Kayyem is the trustee of the HI Charitable Remainder Uni Trust, trustee of The Jon Faiz Kayyem and Paige N. Gates Family Trust, dated April 1, 2000, and the President of In-Motion LLC, the general partner of IFIN LP. Mr Kayyem disclains beneficial ownership of these securities, except to the extent of any indirect pecuniary interest in his distributive shares therein.

3. Received in exchange for options to purchase ordinary shares of Osmetech plc. The number of options issuable pursuant to the reorganization was determined pursuant to an exchange ratio of 230 options to purchase ordinary shares of Osmetech for an option to purchase one share of GenMark common stock.

4. 25% of the option shares vest and become exercisable on December 23, 2010 and the remaining option shares vest and become exercisable in 36 monthly installments thereafter.

	/s/ Steven Kemper, Attorney-in-Fact	06/03/2010
	** 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).
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