Nancy Fairchild - 14 Jul 2021 Form 4 Insider Report for LUMINEX CORP

Role
SVP, Human Resources
Signature
/S/ HARRISS T.CURRIE AS ATTORNEY-IN-FACT FOR NANCY FAIRCHILD
Issuer symbol
N/A
Transactions as of
14 Jul 2021
Net transactions value
-$4,093,200
Form type
4
Filing time
15 Jul 2021, 15:58:12 UTC
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LMNX Common Stock Disposed to Issuer $907,388 -24,524 -52% $37.00 22,781 14 Jul 2021 Direct F1, F2, F3
transaction LMNX Common Stock Disposed to Issuer $842,897 -22,781 -100% $37.00 0 14 Jul 2021 Direct F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction LMNX Stock Option (Right To Buy) Disposed to Issuer $226,564 -12,559 -100% $18.04 0 14 Jul 2021 Common Stock 12,559 $18.04 Direct F5
transaction LMNX Stock Option (Right To Buy) Disposed to Issuer $471,977 -21,473 -100% $21.98 0 14 Jul 2021 Common Stock 21,473 $21.98 Direct F5
transaction LMNX Stock Option (Right To Buy) Disposed to Issuer $408,689 -16,729 -100% $24.43 0 14 Jul 2021 Common Stock 16,729 $24.43 Direct F5
transaction LMNX Stock Option (Right To Buy) Disposed to Issuer $1,235,684 -53,516 -100% $23.09 0 14 Jul 2021 Common Stock 53,516 $23.09 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Nancy Fairchild is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Disposed of pursuant to the Agreement and Plan of Merger, by and among DiaSorin S.p.A., Diagonal Subsidiary Inc. and Luminex Corporation (the "Issuer"), dated April 11, 2021 (the "Merger Agreement"), whereby each outstanding share of the Issuer's common stock was cancelled at the effective time (the "Effective Time") of the merger (the "Merger") and converted into the right to receive a cash payment of $37.00 per share.
F2 This amount includes 618 shares obtained under the Luminex Corporation Employee Stock Purchase Plan on May 31, 2021.
F3 This amount corrects a clerical error of 20 shares over reported in the Reporting Persons previous Form 4.
F4 Disposed of pursuant to the Merger Agreement, whereby unvested shares of restricted stock which were outstanding as of immediately prior to the Effective Time fully vested and became unrestricted common stock, and each such share of common stock that was outstanding immediately prior to the Effective Time was canceled at the Effective Time, in exchange for cash payments in the amount of $37.00 per share (without interest and subject to deduction for any required withholding taxes).
F5 Disposed of pursuant to the Merger Agreement, whereby each stock option outstanding as of immediately prior to the Effective Time fully vested and was cancelled at the Effective Time and converted into the right to receive a total amount in cash, equal to the product of (x) the excess, if any, of $37.00 over the exercise price per share of each stock option (without interest and subject to deduction for any required withholding taxes) and (y) the number of shares underlying such stock option. If the amount that could have been obtained upon the exercise of the stock option pursuant to the foregoing is equal to or less than zero, then the option was terminated without payment.