Richard Eberly - Mar 15, 2022 Form 4 Insider Report for CHEMBIO DIAGNOSTICS, INC. (CEMI)

Role
Chief Executive Officer and President, Director
Signature
/s/ Richard L. Eberly
Stock symbol
CEMI
Transactions as of
Mar 15, 2022
Transactions value $
-$198,486
Form type
4
Date filed
5/1/2023, 09:03 PM
Previous filing
Mar 15, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CEMI Common Stock Options Exercise +38.7K 38.7K Mar 15, 2022 Direct F1
transaction CEMI Common Stock Options Exercise +77.9K +201.15% 117K Mar 16, 2022 Direct F1
transaction CEMI Common Stock Tax liability -$29K -41.4K -35.55% $0.70 75.1K Mar 16, 2022 Direct F2
transaction CEMI Common Stock Options Exercise +144K +191.67% 219K Mar 11, 2023 Direct F1
transaction CEMI Common Stock Tax liability -$22.8K -51.9K -23.69% $0.44 167K Mar 11, 2023 Direct F2
transaction CEMI Common Stock Options Exercise +38.7K +23.15% 206K Mar 15, 2023 Direct F1
transaction CEMI Common Stock Tax liability -$5.44K -14K -6.78% $0.39 192K Mar 15, 2023 Direct F2
transaction CEMI Common Stock Options Exercise +77.9K +40.56% 270K Mar 16, 2023 Direct F1
transaction CEMI Common Stock Tax liability -$9.26K -28.1K -10.4% $0.33 242K Mar 16, 2023 Direct F2
transaction CEMI Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$109K -242K -100% $0.45 0 Apr 26, 2023 Direct F1, F3
transaction CEMI Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$23.1K -51.4K -100% $0.45 0 Apr 26, 2023 By spouse F1, F3

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 CEMI Restricted stock units Options Exercise $0 -38.7K -33.33% $0.00 77.4K Mar 15, 2022 Common stock 38.7K Direct F1, F4
transaction CEMI Restricted stock units Options Exercise $0 -77.9K -50% $0.00 77.9K Mar 16, 2022 Common stock 77.9K Direct F1, F5
transaction CEMI Restricted stock units Options Exercise $0 -144K -33.33% $0.00 288K Mar 11, 2023 Common stock 144K Direct F1, F6
transaction CEMI Restricted stock units Options Exercise $0 -38.7K -50% $0.00 38.7K Mar 15, 2023 Common stock 38.7K Direct F1, F4
transaction CEMI Restricted stock units Options Exercise $0 -77.9K -100% $0.00* 0 Mar 16, 2023 Common stock 77.9K Direct F1, F5
transaction CEMI Restricted stock units Disposed to Issuer -327K -100% 0 Apr 26, 2023 Common stock 327K Direct F1, F7
transaction CEMI Incentive stock options Disposed to Issuer -321K -100% 0 Apr 27, 2023 Common stock 321K $4.65 Direct F8
transaction CEMI Incentive stock options Disposed to Issuer -143K -100% 0 Apr 27, 2023 Common stock 143K $1.25 Direct F8
transaction CEMI Nonqualified stock options Disposed to Issuer -690K -100% 0 Apr 27, 2023 Common stock 690K $1.25 Direct F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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

Explanation of Responses:

Id Content
F1 Each restricted stock unit represents a contingent right to receive one share of common stock.
F2 These shares were withheld for tax purposes upon the vesting of restricted stock units.
F3 Reflects disposition of Issuer common stock in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated January 31, 2023 (the "Merger Agreement"), by and among the Issuer, Biosynex SA ("Parent"), and Project Merci Merger Sub, Inc. ("Purchaser"), including the completion on April 26, 2023 of a tender offer to purchase all of the outstanding shares of Issuer common stock at a price of $0.45 per share in cash, without interest (the "Offer Price"), and the consummation of the merger (the "Merger") between the Issuer and Purchaser on April 27, 2023. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was cancelled in exchange for the right to receive an amount equal to the Offer Price.
F4 On March 15, 2021, the reporting person was granted 116,129 restricted stock units which vest over three years, with one-third vesting on March 15, 2022, one-third vesting on March 15, 2023, and the remaining one-third vesting on March 15, 2024, subject to continued service through each vesting date.
F5 On March 16, 2020, the reporting person was granted 233,589 restricted stock units which vest over three years, with one-third vesting as of March 16, 2021; one-third vesting as of March 16, 2022; and one-third vesting as of March 16, 2023.
F6 On March 11, 2022, the reporting person was granted 432,000 restricted stock units which vest in equal installments on March 11 of each of 2023, 2024 and 2025, subject to continued service through each vesting date.
F7 Each Company RSU (as defined in the Merger Agreement) that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash equal to the product of (a) the total number of Shares (as defined the Merger Agreement) issuable in settlement of such Company RSU immediately prior to the Effective Time without regard to vesting multiplied by (b) the Merger Consideration (as defined in the Merger Agreement).
F8 As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders thereof, Parent, Purchaser or the Issuer, each option which had a per share exercise price that is equal to or more than the Offer Price (each, an "Out of the Money Option") that was then outstanding and unexercised as of immediately before the Effective Time was cancelled at the Effective Time without any consideration payable therefor.

Remarks:

Chief Executive Officer and President