Chembio Diagnostics Form 4 / David Acheson ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Acheson David

(Last)

(First)

(Middle)

C/O CHEMBIO DIAGNOSTICS, INC.

3661 HORSEBLOCK ROAD

(Street)

MEDFORD

11763

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHEMBIO DIAGNOSTICS, INC. [ CEMI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/17/2021		M		4,892	A	⁽¹⁾	4,892	D
Common Stock	12/17/2022		M		4,893	A	⁽¹⁾	9,785	D
Common Stock	04/26/2023		U⁽²⁾		9,785	D	$0.45⁽²⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted stock units	⁽¹⁾	12/17/2021		M			4,892	⁽³⁾	⁽³⁾	Common stock	4,892	$0	9,786	D
Restricted stock units	⁽¹⁾	12/17/2022		M			4,893	⁽³⁾	⁽³⁾	Common stock	4,893	$0	4,893	D
Restricted stock units	⁽¹⁾	04/27/2023		D⁽⁴⁾			36,483	⁽⁴⁾	⁽⁴⁾	Common stock	32,000	⁽⁴⁾	0	D
Nonqualified stock options	$5.45	04/27/2023		D⁽⁵⁾			23,781	⁽⁵⁾	12/16/2027	Common stock	23,781	⁽⁵⁾	0	D
Nonqualified stock options	$1.25	04/27/2023		D⁽⁵⁾			41,143	⁽⁵⁾	03/10/2032	Common stock	41,143	⁽⁵⁾	0	D

Explanation of Responses:

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

2. 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.

3. On March 16, 2020, the Reporting person was granted 14,678 restricted stock units which vest in three equal installments on December 17, 2021, 2022 and 2023, provided they shall vest in full immediately prior to a Change in Control (as defined in the 2019 Omnibus Incentive Plan of the Issuer).

4. 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).

5. 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.

	/s/ David W.K. Acheson	05/01/2023
	** 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.
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Chembio Diagnostics (CEMI) Form 4CHEMBIO DIAGNOSTICS / David Acheson ownership change