Lawrence J. Steenvoorden - 05 Jan 2023 Form 4 Insider Report for CHEMBIO DIAGNOSTICS, INC.

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
01 May 2023, 21:03:34 UTC
Prior SEC filing
06 Jan 2022
Next SEC filing
24 Jul 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Lawrence J. Steenvoorden
Filing notes and source

Key filing fact

Lawrence J. Steenvoorden filed Form 4 for CHEMBIO DIAGNOSTICS, INC. on 01 May 2023.

Key facts

  • This page summarizes Lawrence J. Steenvoorden's Form 4 filing for CHEMBIO DIAGNOSTICS, INC..
  • 6 reported transactions and 3 derivative rows are listed below.
  • Accepted by SEC: 01 May 2023, 21:03.

Change

  • Previous filing in this sequence was filed on 06 Jan 2022.
  • Current net transaction value: -$20,883.

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

Options Exercise

Transaction value
Shares
+53,571
Change %
Price
Shares after
53,571
Date
05 Jan 2023
Ownership
Direct
Footnotes
F1
CEMI transaction

Common Stock

Tax liability

Transaction value
-$4,030
Shares
-16,118
Change %
-30%
Price
$0.2500
Shares after
37,453
Date
05 Jan 2023
Ownership
Direct
Footnotes
F2
CEMI transaction

Common Stock

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

Transaction value
-$16,854
Shares
-37,453
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
-53,571
Change %
-33%
Price
$0.000000
Shares after
107,143
Date
05 Jan 2023
Ownership
Direct
Underlying class
Common stock
Underlying amount
53,571
Exercise price
Footnotes
F1, F4
CEMI transaction Derivative

Restricted stock units

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
Footnotes
F3, F5
CEMI transaction Derivative

Nonqualified stock options

Disposed to Issuer

Transaction value
Shares
-300,000
Change %
-100%
Price
Shares after
0
Date
27 Apr 2023
Ownership
Direct
Underlying class
Common stock
Underlying amount
300,000
Exercise price
$1.12
Footnotes
F6
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

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

Explanation of responses 6 footnotes

Footnote F1

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

Footnote F2

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

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 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).

Footnote 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).

Footnote 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.

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