Andrew S. Kitzmiller - 31 Jan 2023 Form 4 Insider Report for MERIDIAN BIOSCIENCE INC

Role
Executive Vice President & CFO
Signature
/s/ F. Mark Reuter as Attorney-in-Fact for Andrew S. Kitzmiller
Issuer symbol
N/A
Transactions as of
31 Jan 2023
Net transactions value
-$46,300
Form type
4
Filing time
31 Jan 2023, 13:11:56 UTC
Previous filing
28 Feb 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VIVO Common Stock Award +7,945 +69% 19,473 31 Jan 2023 Direct F1
transaction VIVO Common Stock Disposed to Issuer -19,473 -100% 0 31 Jan 2023 Direct F2

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 VIVO Stock Option (Right to Buy) Disposed to Issuer $46,300 -5,000 -100% $9.26 0 31 Jan 2023 Common Stock 5,000 $24.74 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Andrew S. Kitzmiller is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents 7,945 shares of the Issuer's common stock awarded to the Reporting Person upon the vesting of a portion of an award of performance stock units ("PSUs") in connection with the closing of the transactions contemplated by the Merger Agreement (as defined below).
F2 The shares were disposed of pursuant to the Agreement and Plan of Merger dated as of July 7, 2022 (the "Merger Agreement") by and among the Issuer and SD Biosensor, Inc., a corporation with limited liability organized under the laws of the Republic of Korea whereby, immediately prior to the effective time of the merger contemplated therein (the "Effective Time"), all issued and outstanding shares of Issuer common stock were converted into the right to receive $34.00 per share in cash and, when so converted, automatically cancelled.
F3 The Stock Option vested in full and was cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the difference between the per share exercise price of the option and the $34.00 per share merger consideration, less all applicable deductions and withholdings required to be withheld in respect of such payment.