Paul Angelico - Oct 28, 2022 Form 4 Insider Report for CHEMBIO DIAGNOSTICS, INC. (CEMI)

Role
Officer
Signature
/s/ Paul J. Angelico
Stock symbol
CEMI
Transactions as of
Oct 28, 2022
Transactions value $
-$36,888
Form type
4
Date filed
5/2/2023, 04:39 PM
Previous filing
Apr 27, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CEMI Common Stock Options Exercise +10.6K +29.53% 46.5K Oct 28, 2022 Direct F1
transaction CEMI Common Stock Tax liability -$1.22K -3.82K -8.23% $0.32 42.7K Oct 28, 2022 Direct F2
transaction CEMI Common Stock Options Exercise +29.3K +68.78% 72K Mar 11, 2023 Direct F1
transaction CEMI Common Stock Tax liability -$4.65K -10.6K -14.69% $0.44 61.4K Mar 11, 2023 Direct F2
transaction CEMI Common Stock Options Exercise +7.89K +12.84% 69.3K Mar 15, 2023 Direct F1
transaction CEMI Common Stock Tax liability -$1.11K -2.84K -4.1% $0.39 66.5K Mar 15, 2023 Direct F2
transaction CEMI Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$29.9K -66.5K -100% $0.45 0 Apr 26, 2023 Direct 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 -10.6K -100% $0.00* 0 Oct 28, 2022 Common stock 10.6K Direct F1, F4
transaction CEMI Restricted stock units Options Exercise $0 -29.3K -33.33% $0.00 58.7K Mar 11, 2023 Common stock 29.3K Direct F1, F5
transaction CEMI Restricted stock units Options Exercise $0 -7.89K -50% $0.00 7.89K Mar 15, 2023 Common stock 7.89K Direct F1, F6
transaction CEMI Restricted stock units Disposed to Issuer -66.6K -100% 0 Apr 27, 2023 Common stock 66.6K Direct F1, F7
transaction CEMI Incentive stock options Disposed to Issuer -29.9K -100% 0 Apr 27, 2023 Common stock 29.9K $2.36 Direct F8
transaction CEMI Incentive stock options Disposed to Issuer -177K -100% 0 Apr 27, 2023 Common stock 177K $4.65 Direct F8
transaction CEMI Incentive stock options Disposed to Issuer -170K -100% 0 Apr 27, 2023 Common stock 170K $1.25 Direct F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Paul Angelico 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 September 30, 2020, the reporting person was granted 31,780 restricted stock units which vested in three equal installments on October 28 of each of 2020, 2021 and 2022.
F5 On March 15, 2021, the reporting person was granted 23,656 restricted stock units which vest in three equal installments on March 15 of each of 2022, 2023 and 2024, subject to continued service through each vesting date.
F6 On March 11, 2022, the reporting person was granted 88,000 restricted stock units which vest in three 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.