0001487371-21-000173.txt : 20210422 0001487371-21-000173.hdr.sgml : 20210422 20210422135154 ACCESSION NUMBER: 0001487371-21-000173 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210422 FILED AS OF DATE: 20210422 DATE AS OF CHANGE: 20210422 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jensen Tyler CENTRAL INDEX KEY: 0001775627 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34753 FILM NUMBER: 21844242 MAIL ADDRESS: STREET 1: 5964 LA PLACE COURT CITY: CARLSBAD STATE: CA ZIP: 92008 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GenMark Diagnostics, Inc. CENTRAL INDEX KEY: 0001487371 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 272053069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5964 LA PLACE COURT CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: (760) 448-4300 MAIL ADDRESS: STREET 1: 5964 LA PLACE COURT CITY: CARLSBAD STATE: CA ZIP: 92008 4 1 wf-form4_161911389819191.xml FORM 4 X0306 4 2021-04-22 0 0001487371 GenMark Diagnostics, Inc. GNMK 0001775627 Jensen Tyler 5964 LA PLACE COURT CARLSBAD CA 92008 0 1 0 0 SVP, Engineering and Tech Dev Common Stock 2021-04-22 4 U 0 212249 24.05 D 0 D Market Stock Units 0.0 2021-04-22 4 D 0 11668 D Common Stock 11668.0 0 D Market Stock Units 0.0 2021-04-22 4 D 0 40000 D Common Stock 40000.0 0 D Market Stock Units 0.0 2021-04-22 4 D 0 12500 D Common Stock 12500.0 0 D Disposed of pursuant to the Agreement and Plan of Merger, dated March 12, 2021, by and among Roche Holdings, Inc., a Delaware corporation ("Parent"), Geronimo Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent ("Purchaser"), and GenMark Diagnostics, Inc., a Delaware corporation (the "Company") (the "Merger Agreement" and the transactions contemplated thereby, the "Merger"), whereby Parent caused Purchaser to conduct a tender offer for all of the issued and outstanding shares of common stock, par value $0.0001 per share, of the Company, at a price of $24.05 per share (the "Offer Price"). On April 22, 2021 (the "Merger Effective Time"), the Company irrevocably accepted for payment all shares that were validly tendered and not withdrawn. Includes 116,250 RSUs. The Merger Agreement provides that each RSU awarded pursuant to any Company Plan, whether vested or unvested, that is outstanding immediately prior to the Merger Effective Time, will automatically (i) be fully accelerated and vest in full and the restrictions thereon shall lapse and (ii) be canceled and terminated as of the Merger Effective Time, and, in exchange therefor, each former holder of any such RSU will be entitled to receive an amount in cash (without interest and subject to any deduction for required withholding taxes) equal to the product of the Offer Price multiplied by the number of Shares subject to such RSU. Includes 361 shares acquired under the Company's employee stock purchase plan, the reporting of which is exempt under both Rule 16b-3(d) and Rule 16b-3(c). The Merger Agreement provides that (i) each unvested MSU awarded pursuant to any Company Plan that is outstanding immediately prior to the Merger Effective Time will automatically fully vest (based on the performance level attained pursuant to the terms of the applicable award agreement, including any provision therein related to the effect of a change of control) and become a vested MSU in accordance with its terms and (ii) each MSU, whether vested or unvested, that is outstanding immediately prior to the Effective Time will be canceled and terminated as of the Merger Effective Time, and, in exchange therefor, each former holder of any vested MSU will be entitled to receive an amount in cash (without interest and subject to any deduction for required withholding taxes) equal to the product of the Offer Price multiplied by the number of Shares subject to such vested MSU. /s/ Eric Stier, Attorney-in-fact 2021-04-22