Statement of Changes in Beneficial Ownership (4)
July 15 2021 - 3:56PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
|
1. Name and Address of Reporting Person
*
Bennett Todd C. |
2. Issuer Name and Ticker or Trading Symbol
LUMINEX CORP
[
LMNX
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Global Sales & Cust Ops |
|
(Last)
(First)
(Middle)
12212 TECHNOLOGY BLVD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/14/2021 |
|
(Street)
AUSTIN, TX 78727
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code
(Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
| Common Stock | 7/14/2021 | | D | | 17342 (1)(2) | D | $37 | 30266 | D | |
| Common Stock | 7/14/2021 | | D | | 30266 (3) | D | $37 | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Stock Option (Right To Buy) | $18.04 | 7/14/2021 | | D | | | 14652 (4) | 3/10/2018 | 3/10/2024 | Common Stock | 14652.0 | $18.04 (4) | 0 | D | |
| Stock Option (Right To Buy) | $21.98 | 7/14/2021 | | D | | | 12849 (4) | 3/12/2019 | 3/12/2025 | Common Stock | 12849.0 | $21.98 (4) | 0 | D | |
| Stock Option (Right To Buy) | $24.43 | 7/14/2021 | | D | | | 16191 (4) | 3/12/2020 | 3/12/2026 | Common Stock | 16191.0 | $24.43 (4) | 0 | D | |
| Stock Option (Right To Buy) | $23.09 | 7/14/2021 | | D | | | 72976 (4) | 3/12/2021 | 3/12/2027 | Common Stock | 72976.0 | $23.09 (4) | 0 | D | |
| Explanation of Responses: |
| (1) | Disposed of pursuant to the Agreement and Plan of Merger, by and among DiaSorin S.p.A., Diagonal Subsidiary Inc. and Luminex Corporation (the "Issuer"), dated April 11, 2021 (the "Merger Agreement"), whereby each outstanding share of the Issuer's common stock was cancelled at the effective time (the "Effective Time") of the merger (the "Merger") and converted into the right to receive a cash payment of $37.00 per share. |
| (2) | This balance includes 29 shares obtained under the Luminex Corporation Employee Stock Purchase Plan on May 31, 2021. |
| (3) | Disposed of pursuant to the Merger Agreement, whereby unvested shares of restricted stock which were outstanding as of immediately prior to the Effective Time fully vested and became unrestricted common stock, and each such share of common stock that was outstanding immediately prior to the Effective Time was canceled at the Effective Time, in exchange for cash payments in the amount of $37.00 per share (without interest and subject to deduction for any required withholding taxes). |
| (4) | Disposed of pursuant to the Merger Agreement, whereby each stock option outstanding as of immediately prior to the Effective Time fully vested and was cancelled at the Effective Time and converted into the right to receive a total amount in cash, equal to the product of (x) the excess, if any, of $37.00 over the exercise price per share of each stock option (without interest and subject to deduction for any required withholding taxes) and (y) the number of shares underlying such stock option. If the amount that could have been obtained upon the exercise of the stock option pursuant to the foregoing is equal to or less than zero, then the option was terminated without payment. |
Reporting Owners
|
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Bennett Todd C.
12212 TECHNOLOGY BLVD
AUSTIN, TX 78727 |
|
| SVP, Global Sales & Cust Ops |
|
Signatures
|
| /S/ HARRISS T.CURRIE AS ATTORNEY-IN-FACT FOR TODD C. BENNETT | | 7/14/2021 |
| **Signature of Reporting Person | Date |
Luminex (NASDAQ:LMNX)
Historical Stock Chart
From Apr 2024 to May 2024
Luminex (NASDAQ:LMNX)
Historical Stock Chart
From May 2023 to May 2024
