Felicia Williams Form 4 MERIDIAN BIOSCIENCE / Felicia Williams 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^*

Williams Felicia

(Last)

(First)

(Middle)

3471 RIVER HILLS DRIVE

(Street)

CINCINNATI

45244

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MERIDIAN BIOSCIENCE INC [ VIVO ]

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)
01/31/2023

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	01/31/2023		D		10,274	D	⁽¹⁾	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)
Stock Option (Right to Buy)	$15.15	01/31/2023		D			12,000	⁽²⁾	09/20/2028	Common Stock	12,000⁽²⁾	$18.85⁽²⁾	0	D
Stock Option (Right to Buy)	$16.97	01/31/2023		D			8,740	⁽³⁾	01/04/2029	Common Stock	8,740⁽³⁾	$17.03⁽³⁾	0	D
Stock Option (Right to Buy)	$10.46	01/31/2023		D			17,205	⁽⁴⁾	01/29/2030	Common Stock	17,205⁽⁴⁾	$23.54⁽⁴⁾	0	D
Stock Option (Right to Buy)	$21.36	01/31/2023		D			5,796	⁽⁵⁾	01/27/2031	Common Stock	5,796⁽⁵⁾	$12.64⁽⁵⁾	0	D
Stock Option (Right to Buy)	$20.75	01/31/2023		D			5,656	⁽⁶⁾	01/26/2032	Common Stock	5,656⁽⁶⁾	$13.25⁽⁶⁾	0	D

Explanation of Responses:

1. The shares were disposed of pursuant to the Agreement and Plan of Merger dated as of July 7, 2022 (the "Merger Agreement") by and among the Issuer and SD Biosensor, Inc., a corporation with limited liability organized under the laws of the Republic of Korea whereby, immediately prior to the effective time of the merger contemplated therein (the "Effective Time"), all issued and outstanding shares of Issuer common stock were converted into the right to receive $34.00 per share in cash and, when so converted, automatically cancelled.

2. The Stock Option vested in full and was cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the difference between the per share exercise price of the option and the $34.00 per share merger consideration, less all applicable deductions and withholdings required to be withheld in respect of such payment.

3. The Stock Option vested in full and was cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the difference between the per share exercise price of the option and the $34.00 per share merger consideration, less all applicable deductions and withholdings required to be withheld in respect of such payment.

4. The Stock Option vested in full and was cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the difference between the per share exercise price of the option and the $34.00 per share merger consideration, less all applicable deductions and withholdings required to be withheld in respect of such payment.

5. The Stock Option vested in full and was cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the difference between the per share exercise price of the option and the $34.00 per share merger consideration, less all applicable deductions and withholdings required to be withheld in respect of such payment.

6. The Stock Option vested in full and was cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the difference between the per share exercise price of the option and the $34.00 per share merger consideration, less all applicable deductions and withholdings required to be withheld in respect of such payment.

	/s/ F. Mark Reuter, as Attorney-in-Fact for Felicia Williams	01/31/2023
	** 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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Felicia Williams Form 4MERIDIAN BIOSCIENCE / Felicia Williams ownership change