John R. Chiminski - Oct 2, 2023 Form 4 Insider Report for Bruker Cellular Analysis, Inc. (CELL)

Role
Director
Signature
/s/ Christine Nassi, Attorney-in-fact for John R. Chiminski
Stock symbol
CELL
Transactions as of
Oct 2, 2023
Transactions value $
$0
Form type
4
Date filed
10/3/2023, 03:41 PM
Previous filing
Jun 1, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CELL Common Stock Disposed to Issuer -71.2K -63.33% 41.2K Oct 2, 2023 Direct F1, F2
transaction CELL Common Stock Disposed to Issuer -41.2K -100% 0 Oct 2, 2023 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On October 2, 2023, pursuant to the Agreement and Plan of Merger dated as of August 17, 2023 (the "Merger Agreement"), by and among Bruker Corporation ("Bruker"), Bird Mergersub Corporation ("Merger Sub") and Phenomex Inc. (the "Company"), Merger Sub merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Bruker (the "Merger"), and each restricted stock unit ("RSU") held by the Reporting Person was cancelled and converted into the right to receive $1.00 per share in cash (the "Merger Consideration").
F2 Pursuant to the Merger, the Reporting Person disposed of each RSU held by him in exchange for the Merger Consideration.
F3 Pursuant to the Merger Agreement, each outstanding share of Common Stock, par value $0.00005 per share ("Common Stock") held by the Reporting Person was cancelled and converted into the right to receive the Merger Consideration.
F4 Pursuant to the Merger, the Reporting Person disposed of all shares of Common Stock beneficially owned by him in exchange for the Merger Consideration.