Sec Form 4 Filing - Shapiro Eric @ LUMINEX CORP - 2021-07-14

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Shapiro Eric
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)
SR VP, GLOBAL MARKETING
(Last) (First) (Middle)
12212 TECHNOLOGY BLVD.
3. Date of Earliest Transaction (MM/DD/YY)
07/14/2021
(Street)
AUSTIN, TX78727-6131
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 07/14/2021 D 24,963 ( 1 ) ( 2 ) D $ 37 22,001 D
Common Stock 07/14/2021 D 22,001 ( 3 ) D $ 37 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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) $ 19.48 07/14/2021 D 9,405 ( 4 ) 03/11/2017 03/10/2023 Common Stock 9,405 $ 19.48 ( 4 ) 0 D
Stock Option (Right To Buy) $ 18.04 07/14/2021 D 45,211 ( 4 ) 03/10/2018 03/10/2024 Common Stock 45,211 $ 18.04 ( 4 ) 0 D
Stock Option (Right To Buy) $ 21.98 07/14/2021 D 21,122 ( 4 ) 03/12/2019 03/12/2025 Common Stock 21,122 $ 21.98 ( 4 ) 0 D
Stock Option (Right To Buy) $ 24.43 07/14/2021 D 16,460 ( 4 ) 03/12/2020 03/12/2026 Common Stock 16,460 $ 24.43 ( 4 ) 0 D
Stock Option (Right To Buy) $ 23.09 07/14/2021 D 51,084 ( 4 ) 03/12/2021 03/12/2027 Common Stock 51,084 $ 23.09 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Shapiro Eric
12212 TECHNOLOGY BLVD.
AUSTIN, TX78727-6131
SR VP, GLOBAL MARKETING
Signatures
HARRISS T. CURRIE AS ATTORNEY-IN-FACT FOR ERIC SHAPIRO 07/14/2021
Signature of Reporting Person Date
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 amount includes 645 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.

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