Sec Form 4 Filing - Thompson Peter A. @ RESPONSE BIOMEDICAL CORP - 2016-11-29

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Thompson Peter A.
2. Issuer Name and Ticker or Trading Symbol
RESPONSE BIOMEDICAL CORP [ RBM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ORBIMED ADVISORS LLC, 601 LEXINGTON AVENUE, 54TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/29/2016
(Street)
NEW YORK, NY10022
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 11/29/2016 J 96,884 D 0 D ( 2 )
Common Stock 11/29/2016 J 3,604,266 D 0 I See Footnotes ( 3 ) ( 4 ) ( 5 )
Common Stock 11/29/2016 J 34,291 D 0 I See Footnotes ( 5 ) ( 6 )
Common Stock 11/29/2016 J 2,149,902 D 0 I See Footnotes ( 5 ) ( 7 )
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) $ 2.2 ( 8 ) 11/29/2016 D 166,666 ( 9 ) 04/02/2022 Common Stock 166,666 ( 10 ) 0 D
Stock Option (Right to Buy) $ 1.02 ( 8 ) 11/29/2016 D 20,000 ( 11 ) 12/06/2022 Common Stock 20,000 ( 12 ) 0 D
Stock Option (Right to Buy) $ 3.1 ( 8 ) 11/29/2016 D 20,000 ( 11 ) 03/14/2023 Common Stock 20,000 ( 10 ) 0 D
Stock Option (Right to Buy) $ 1.43 ( 8 ) 11/29/2016 D 5,000 ( 11 ) 03/19/2024 Common Stock 5,000 ( 10 ) 0 D
Stock Option (Right to Buy) $ 0.92 ( 8 ) 11/29/2016 D 5,000 ( 13 ) 03/19/2025 Common Stock 5,000 ( 12 ) 0 D
Stock Option (Right to Buy) $ 0.85 ( 8 ) 11/29/2016 D 5,000 ( 14 ) 03/23/2026 Common Stock 5,000 ( 12 ) 0 D
Warrant $ 1.4231 ( 8 ) 12/30/2011 12/30/2016 Common Stock 2,085,383 2,085,383 ( 15 ) I See Footnotes ( 3 ) ( 4 ) ( 5 )
Warrant $ 1.4231 ( 8 ) 12/30/2011 12/30/2016 Common Stock 19,858 19,858 ( 15 ) I See Footnotes ( 5 ) ( 6 )
Warrant $ 1.4231 ( 8 ) 12/30/2011 12/30/2016 Common Stock 1,245,964 1,245,964 ( 15 ) I See Footnotes ( 5 ) ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Thompson Peter A.
C/O ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK, NY10022
X X
Signatures
/s/ Peter A. Thompson 12/01/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the consummation of the transactions contemplated by the Agreement and Plan of Arrangement by and between the issuer and 1077801 B.C. Ltd., dated June 16, 2016 (the "Arrangement"), the reporting person rolled over their shares of common stock of the issuer into shares of common stock of 1077801 B.C. Ltd on a one-to-one basis.
( 2 )The reporting person holds 88,617 of these shares of Common Stock of the Issuer ("Shares") on behalf of OrbiMed Private Investments III ("OPI III"), OrbiMed Asia Partners, L.P. ("OAP") and OrbiMed Associates III, LP ("OA III").
( 3 )These Shares and warrants to purchase Shares ("Warrants") are held of record by OPI III and may be deemed to be indirectly beneficially owned by OrbiMed Capital GP III LLC ("OrbiMed Capital"), OrbiMed Advisors LLC ("OrbiMed Advisors"), and Samuel D. Isaly ("Isaly"). OrbiMed Capital is the sole general partner of OPI III. OrbiMed Advisors, a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of OrbiMed Capital. Pursuant to those relationships, OrbiMed Capital and OrbiMed Advisors have discretionary investment management authority with respect to the assets of OPI III.
( 4 )Such authority includes the power to vote and otherwise dispose of the securities held by OPI III. Isaly, a natural person, is the managing member of, and holder of a controlling interest in, OrbiMed Advisors. As a result, Isaly, OrbiMed Advisors and OrbiMed Capital share power to direct the vote and to direct the disposition of the securities held by OPI III. The Reporting Person is an employee of OrbiMed Advisors.
( 5 )Each of the Reporting Person, OrbiMed Capital, OrbiMed Advisors, Isaly, OrbiMed Advisors Limited ("OrbiMed Limited") and OrbiMed Asia GP, L.P. ("OrbiMed Asia") disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any entity or person, including the Reporting Person, is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.
( 6 )These Shares and Warrants are held of record by OA III and may be deemed to be indirectly beneficially owned by OrbiMed Advisors and Isaly. OrbiMed Advisors is the sole general partner of OA III, and Isaly is the managing member of, and holder of a controlling interest in, OrbiMed Advisors. As a result, Isaly and OrbiMed Advisors share power to direct the vote and to direct the disposition of the securities held by OA III.
( 7 )These Shares and Warrants are held of record by OAP and may be deemed to be indirectly beneficially owned by OrbiMed Asia and OrbiMed Limited. OrbiMed Asia is the sole general partner of OAP and OrbiMed Limited is the sole general partner of OrbiMed Asia. As a result, OrbiMed Asia has the power to direct the vote and to direct the disposition of the securities held by OAP and such power is exercised through OrbiMed Limited.
( 8 )Prices shown are denominated in Canadian dollars.
( 9 )100% vested on grant date.
( 10 )In connection with the Arrangement, out of money stock options were cancelled.
( 11 )100% of the options vest fully on the date which is one year after the date of grant.
( 12 )In connection with the Arrangement, all outstanding options to purchase common shares of the issuer as of immediately prior to the effective time of the Arrangement, were deemed unconditionally vested and exercisable, and subsequently cancelled in exchange for cash payment equal to the difference between the per share consideration of $1.12 CDN and the per share exercise price of such option multiplied by the number of common shares issuable pursuant to such option, less applicable withholdings.
( 13 )100% of the options vest on March 20, 2016, subject to the reporting person's continued service as a director of the Company through each vesting date.
( 14 )Subject to the reporting person's continued service as a director of the company through each vesting date, 100% of the shares subject to the option shall vest and become exercisable on March 24, 2017.
( 15 )In connection with the Arrangement, all outstanding Warrants will remain exercisable in accordance with their terms.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.