Sec Form 4 Filing - Mendel Scott @ GenMark Diagnostics, Inc. - 2021-01-19

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
Mendel Scott
2. Issuer Name and Ticker or Trading Symbol
GenMark Diagnostics, Inc. [ GNMK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
5964 LA PLACE COURT
3. Date of Earliest Transaction (MM/DD/YY)
01/19/2021
(Street)
CARLSBAD, CA92008
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 396,830 D
Common Stock 01/19/2021 S( 1 ) 50,000 D $ 14.54 ( 2 ) 115,491 I Mendel Trust dated October 14, 2011 ( 3 )
Common Stock 01/21/2021 M 50,074 A $ 0 446,904 D
Common Stock 01/21/2021 M 46,098 A $ 0 493,002 D
Common Stock 01/21/2021 M 50,000 A $ 0 543,002 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
Market Stock Units $ 0 01/21/2021 M 50,074 ( 4 ) ( 4 ) Common Stock 50,074 $ 0 0 D
Market Stock Units $ 0 01/21/2021 M 46,098 ( 5 ) ( 5 ) Common Stock 46,098 $ 0 14,167 ( 6 ) D
Market Stock Units $ 0 01/21/2021 M 50,000 ( 7 ) ( 7 ) Common Stock 50,000 $ 0 50,000 ( 6 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mendel Scott
5964 LA PLACE COURT
CARLSBAD, CA92008
X President & CEO
Signatures
/s/ Eric Stier, Attorney-in-fact 01/21/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was effected pursuant to a Rule 10b5-1 Plan adopted by reporting person in July 2020.
( 2 )The price reported is the weighted average price per share. Shares were sold in multiple transactions at prices ranging from $14.09 to $14.84 per share. The Reporting Person will provide, upon request by the Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price.
( 3 )Mr. Mendel is the trustee of the Mendel Trust and has voting and dispositive power with respect to these shares. Mr. Mendel disclaims beneficial ownership except to the extent of his pecuniary interest therein.
( 4 )The MSUs vested in three equal installments, on each of December 31, 2018, December 31, 2019, and December 31, 2020; provided that, at the end of the second and third annual performance periods, the Reporting Person was eligible to receive any shares that were not earned in the first and second annual performance periods to the extent that the Issuer's two-year or three-year total shareholder return, as applicable, exceeds the prior performance results as compared to the Nasdaq Composite Index. Based on actual performance, the Reporting Person was issued the maximum number of shares based on the Issuer's three-year total Shareholder return, as compared to the Nasdaq Composite Index.
( 5 )The MSUs vest in three equal installments, on each of December 31, 2019, December 31, 2020, and December 31, 2021; provided that, at the end of the second and third performance periods, the Reporting Person is eligible to receive any shares that were not earned in the first and second performance periods to the extent that the Issuer's two-year or three-year total shareholder return, as applicable, exceeds the prior performance results as compared to the NASDAQ Composite Index. Based on actual performance, the Reporting Person was issued the maximum number of shares based on the Issuer's two-year total Shareholder return, as compared to the Nasdaq Composite Index.
( 6 )Represents the target number of shares which remain subject to the award.
( 7 )The MSUs vest in three equal installments, on each of December 31, 2020, December 31, 2021, and December 31, 2022; provided that, at the end of the second and third performance periods, the Reporting Person is eligible to receive any shares that were not earned in the first and second performance periods to the extent that the Issuer's two-year or three-year total shareholder return, as applicable, exceeds the prior performance results as compared to the NASDAQ Composite Index. Based on actual performance, the Reporting Person was issued the maximum number of shares based on the Issuer's one-year total Shareholder return, as compared to the Nasdaq Composite Index.

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).
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