Javan Esfandiari - 08 Oct 2021 Form 4 Insider Report for CHEMBIO DIAGNOSTICS, INC.

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
01 May 2023, 21:03:27 UTC
Next SEC filing
15 Mar 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Javan Esfandiari

Key filing fact

Javan Esfandiari filed Form 4 for CHEMBIO DIAGNOSTICS, INC. on 01 May 2023.

Key facts

  • This page summarizes Javan Esfandiari's Form 4 filing for CHEMBIO DIAGNOSTICS, INC..
  • 15 reported transactions and 8 derivative rows are listed below.
  • Accepted by SEC: 01 May 2023, 21:03.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: -$86,555.

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.

CEMI transaction

Common Stock

Tax liability

Transaction value
$11,757
Shares
-4,940
Change %
-5%
Price
$2.38*
Shares after
93,408
Date
08 Oct 2021
Ownership
Direct
Footnotes
F1
CEMI transaction

Common Stock

Options Exercise

Transaction value
Shares
+12,903
Change %
+14%
Price
Shares after
106,311
Date
15 Mar 2022
Ownership
Direct
Footnotes
F2
CEMI transaction

Common Stock

Options Exercise

Transaction value
Shares
+48,000
Change %
+45%
Price
Shares after
154,311
Date
11 Mar 2023
Ownership
Direct
Footnotes
F2
CEMI transaction

Common Stock

Tax liability

Transaction value
$7,458
Shares
-16,950
Change %
-11%
Price
$0.4400
Shares after
137,361
Date
11 Mar 2023
Ownership
Direct
Footnotes
F1
CEMI transaction

Common Stock

Options Exercise

Transaction value
Shares
+12,903
Change %
+9.4%
Price
Shares after
150,264
Date
15 Mar 2023
Ownership
Direct
Footnotes
F2
CEMI transaction

Common Stock

Tax liability

Transaction value
$1,814
Shares
-4,652
Change %
-3.1%
Price
$0.3900
Shares after
145,612
Date
15 Mar 2023
Ownership
Direct
Footnotes
F1
CEMI transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value
$65,525
Shares
-145,612
Change %
-100%
Price
$0.4500
Shares after
0
Date
26 Apr 2023
Ownership
Direct
Footnotes
F3

Reported derivative securities

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

CEMI transaction Derivative

Restricted stock units

Options Exercise

Transaction value
$0
Shares
-12,903
Change %
-33%
Price
$0.000000
Shares after
25,807
Date
15 Mar 2022
Ownership
Direct
Underlying class
Common stock
Underlying amount
12,903
Exercise price
Footnotes
F2, F4
CEMI transaction Derivative

Restricted stock units

Options Exercise

Transaction value
$0
Shares
-48,000
Change %
-33%
Price
$0.000000
Shares after
96,000
Date
11 Mar 2023
Ownership
Direct
Underlying class
Common stock
Underlying amount
48,000
Exercise price
Footnotes
F2, F5
CEMI transaction Derivative

Restricted stock units

Options Exercise

Transaction value
$0
Shares
-12,903
Change %
-50%
Price
$0.000000
Shares after
12,904
Date
15 Mar 2023
Ownership
Direct
Underlying class
Common stock
Underlying amount
12,903
Exercise price
Footnotes
F2, F4
CEMI transaction Derivative

Restricted stock units

Disposed to Issuer

Transaction value
Shares
-108,904
Change %
-100%
Price
Shares after
0
Date
27 Apr 2023
Ownership
Direct
Underlying class
Common stock
Underlying amount
108,904
Exercise price
Footnotes
F2, F6
CEMI transaction Derivative

Incentive stock options

Disposed to Issuer

Transaction value
Shares
-188,064
Change %
-100%
Price
Shares after
0
Date
27 Apr 2023
Ownership
Direct
Underlying class
Common stock
Underlying amount
188,064
Exercise price
$2.36
Footnotes
F7
CEMI transaction Derivative

Incentive stock options

Disposed to Issuer

Transaction value
Shares
-107,143
Change %
-100%
Price
Shares after
0
Date
27 Apr 2023
Ownership
Direct
Underlying class
Common stock
Underlying amount
107,143
Exercise price
$4.65
Footnotes
F7
CEMI transaction Derivative

Incentive stock options

Disposed to Issuer

Transaction value
Shares
-277,714
Change %
-100%
Price
Shares after
0
Date
27 Apr 2023
Ownership
Direct
Underlying class
Common stock
Underlying amount
69,435
Exercise price
$1.25
Footnotes
F7
CEMI transaction Derivative

Nonqualified stock options

Disposed to Issuer

Transaction value
Shares
-277,714
Change %
-100%
Price
Shares after
0
Date
27 Apr 2023
Ownership
Direct
Underlying class
Common stock
Underlying amount
208,279
Exercise price
$1.25
Footnotes
F7
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

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

Explanation of responses 7 footnotes

Footnote F1

These shares were withheld for tax purposes upon the vesting of restricted stock units.

Footnote F2

Each restricted stock unit represents a contingent right to receive one share of common stock.

Footnote 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.

Footnote F4

On March 15, 2021, the reporting person was granted 38,710 restricted stock units which vested 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.

Footnote F5

On March 11, 2022, the reporting person was granted 144,000 restricted stock units scheduled to vest in equal installments on March 11 of each of 2023, 2024 and 2025, subject to continued service through each vesting date.

Footnote F6

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).

Footnote F7

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.

SEC remarks

Executive Vice President, Chief Science and Technology Officer

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