Form 4 for BNGO Bionano Genomics, Inc.
Accepted 2021-10-20 00:00:00 ET · period of report 2021-10-18 · accession 0001209191-21-061176 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021-10-20 | 2021-10-18 | BNGO | Shams Soheil | Chief Informatics Off | A - Grant | — | +5.33M | 5.33M | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2021-10-18 | A | A | 5,325,378 | — | 5,325,378 | D | — | — | (F1) Of which 5,006,479 shares (the "Restricted Shares") are subject to a Stock Restriction Agreement, dated October 8, 2021, by and between the Issuer and Soheil Shams (the Restriction Agreement") and vest as follows: one-third of the Restricted Shares will vest on October 18, 2022 and one-twelfth of the Restricted Shares shall vest every three months following October 18, 2022, in each case subject to Dr. Shams' continuous Service (as defined in the Restriction Agreement). The number of shares that vest upon each vesting date shall be rounded down to the nearest whole share, with the balance of any shares that did not vest as a result of such rounding to vest on the final vesting date, subject to rounding. The unvested shares are subject to adjustment pursuant to the terms of the Merger Agreement (as defined below) and accelerate upon a termination in Service, subject to certain conditions. (F2) On October 18, 2021, the Issuer completed its previously announced acquisition (the "Acquisition") of BioDiscovery, Inc. ("BioDiscovery"), as contemplated by that certain Agreement and Plan of Merger, dated as of October 8, 2021 (the "Merger Agreement"), by and among the Issuer, Starship Merger Sub I, Inc., Starship Merger Sub II, LLC, BioDiscovery and Soheil Shams, solely in his capacity as the securityholders' representative. Pursuant to the Acquisition, all outstanding shares of BioDiscovery common stock, no par value, held by Dr. Shams were automatically cancelled and converted into the right to receive (i) cash consideration and (ii) shares of Issuer common stock, $0.0001 par value per share, as specified in the Merger Agreement. |