| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CEMI | Common Stock | Options Exercise | +53.6K | 53.6K | Jan 5, 2023 | Direct | F1 | |||
| transaction | CEMI | Common Stock | Tax liability | -$4.03K | -16.1K | -30.09% | $0.25 | 37.5K | Jan 5, 2023 | Direct | F2 |
| transaction | CEMI | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -$16.9K | -37.5K | -100% | $0.45 | 0 | Apr 26, 2023 | Direct | F3 |
| 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 | -53.6K | -33.33% | $0.00 | 107K | Jan 5, 2023 | Common stock | 53.6K | Direct | F1, F4 | |
| transaction | CEMI | Restricted stock units | Disposed to Issuer | -107K | -100% | 0 | Apr 27, 2023 | Common stock | 107K | Direct | F3, F5 | |||
| transaction | CEMI | Nonqualified stock options | Disposed to Issuer | -300K | -100% | 0 | Apr 27, 2023 | Common stock | 300K | $1.12 | Direct | F6 |
Lawrence J. Steenvoorden is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 January 5, 2022, the reporting person was granted 160,714 restricted stock units which vest in three equal installments on January 5, 2023, 2024 and 2025, provided they shall vest in full immediately prior to (a) the issuer's termination of the reporting person employment without Cause, the reporting person's termination of his employment for Good Reason or the expiration of the Term upon notice of nonrenewal delivered by the Company, in each case within twelve months following a Change in Control, or (b) the reporting person's death or Permanent Disability (each such capitalized term as defined in the employment agreement between the issuer and the reporting person). |
| F5 | 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). |
| F6 | 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. |