Statement of Changes in Beneficial Ownership (4)
November 24 2014 - 2:54PM
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
*
Greczyn Robert J Jr
|
2. Issuer Name
and
Ticker or Trading Symbol
LIPOSCIENCE INC
[
LPDX
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
|
(Last)
(First)
(Middle)
C/O LIPOSCIENCE, INC., 2500 SUMNER BOULEVARD
|
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/20/2014
|
(Street)
RALEIGH, NC 27616
(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
|
11/20/2014
|
|
D
|
|
18046
(1)
|
D
|
$5.25
|
0
|
D
|
|
Common Stock
|
11/20/2014
|
|
D
|
|
10000
(2)
|
D
|
$5.25
|
0
|
I
|
Held By Trust
(3)
|
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)
|
$5.07
|
11/20/2014
|
|
D
|
|
|
47807
|
(4)
|
9/13/2023
|
Common Stock
|
47807
|
$.18
(5)
|
0
|
D
|
|
Explanation of Responses:
|
(
1)
|
Disposed of pursuant to the Merger Agreement and includes 6,717 shares of the Issuer's common stock underlying restricted stock unit awards.
|
(
2)
|
Disposed of pursuant to the Merger Agreement.
|
(
3)
|
Shares are held by the Robert James Greczyn, Jr. Revocable Trust U/A/D 02/10/2010 (the "Greczyn Trust"). The reporting person is trustee of the Greczyn Trust.
|
(
4)
|
Twenty-five percent of the shares underlying the option were vested upon grant and the option provided that the remaining seventy-five percent vested quarterly, beginning September 30, 2013, subject to the reporting person's continuous service with the issuer as of the applicable vesting date. The option was fully vested and exercisable prior to the closing of the merger.
|
(
5)
|
Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $8,605.26, which represents the difference between the merger consideration of $5.25 per share and the exercise price of the option per share.
|
Remarks:
On November 20, 2014, the Issuer became a wholly-owned subsidiary of Laboratory Corporation of America Holdings pursuant to the merger effected in connection with the agreement and plan of merger, dated September 24, 2014, by and among Issuer, Laboratory Corporation of America Holdings and Bear Acquisition Corp (the "Merger Agreement").
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
Director
|
10% Owner
|
Officer
|
Other
|
Greczyn Robert J Jr
C/O LIPOSCIENCE, INC.
2500 SUMNER BOULEVARD
RALEIGH, NC 27616
|
X
|
|
|
|
Signatures
|
/s/ Kathryn F. Twiddy, attorney-in-fact
|
|
11/24/2014
|
**
Signature of Reporting Person
|
Date
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
|
*
|
If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
|
**
|
Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
|
Note:
|
File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
|
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
|
(MM) (NASDAQ:LPDX)
Historical Stock Chart
From Jul 2024 to Aug 2024
(MM) (NASDAQ:LPDX)
Historical Stock Chart
From Aug 2023 to Aug 2024