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

Reporting relationship: Executive Vice President & CFO
Issuer ticker: N/A
Reported as of: 31 Jan 2023
Net transaction value: -$46,300
SEC form: 4
Accepted by SEC: 31 Jan 2023, 13:11:56 UTC
Prior SEC filing: 28 Feb 2022
Source filing: View source filing
Reporting owner signature: /s/ F. Mark Reuter as Attorney-in-Fact for Andrew S. Kitzmiller

Key filing fact

Andrew S. Kitzmiller filed Form 4 for MERIDIAN BIOSCIENCE INC on 31 Jan 2023.

Key facts

This page summarizes Andrew S. Kitzmiller's Form 4 filing for MERIDIAN BIOSCIENCE INC.
3 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 31 Jan 2023, 13:11.

Change

Previous filing in this sequence was filed on 28 Feb 2022.
Current net transaction value: -$46,300.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

VIVO transaction

Common Stock

Award

Transaction value
Shares: +7,945
Change %: +69%
Price
Shares after: 19,473
Date: 31 Jan 2023
Ownership: Direct
Footnotes: F1

VIVO transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -19,473
Change %: -100%
Price
Shares after: 0
Date: 31 Jan 2023
Ownership: Direct
Footnotes: F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

VIVO transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value: $46,300
Shares: -5,000
Change %: -100%
Price: $9.26
Shares after: 0
Date: 31 Jan 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 5,000
Exercise price: $24.74
Footnotes: F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Andrew S. Kitzmiller is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote 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).

Footnote 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.

Footnote 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.