Sec Form 4 Filing - Adams William J. @ RESPONSE BIOMEDICAL CORP - 2016-11-29

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 Adams William J. 2. Issuer Name and Ticker or Trading Symbol RESPONSE BIOMEDICAL CORP [ RBM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO & Corporate Secretary (Last) (First) (Middle) 1781 - 75TH AVENUE W. 3. Date of Earliest Transaction (MM/DD/YY) 11/29/2016 (Street) VANCOUVER, A1V6P 6P2 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 D 47,500 D 0 I See footnote ( 2 )

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) $ 1.6 ( 3 ) 11/29/2016 D 64,500 ( 4 ) 08/13/2022 Common Stock 64,500 ( 5 ) 0 D Stock Option (Right to Buy) $ 1.5 ( 3 ) 11/29/2016 D 34,500 ( 6 ) 03/20/2024 Common Stock 34,500 ( 5 ) 0 D Stock Option (Right to Buy) $ 0.92 ( 3 ) 11/29/2016 D 34,500 ( 7 ) 03/19/2025 Common Stock 34,500 ( 8 ) 0 D Stock Option (Right to Buy) $ 0.72 ( 3 ) 11/29/2016 D 100,000 ( 9 ) 05/19/2025 Common Stock 100,000 ( 8 ) 0 D Stock Option (Right to Buy) $ 0.6 ( 3 ) 11/29/2016 D 25,000 ( 10 ) 12/21/2025 Common Stock 25,000 ( 8 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Adams William J. 1781 - 75TH AVENUE W. VANCOUVER, A1V6P 6P2 CFO & Corporate Secretary Signatures /s/ Anastasios Tsonis, as Attorney-in-Fact 12/01/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to the Agreement and Plan of Arrangement by and between the issuer and 1077801 B.C. Ltd., dated June 16, 2016 (the "Arrangement"), pursuant to which 1077801 B.C. Ltd. acquired all of the outstanding common shares of the issuer (other than those rolled over into the purchaser) in exchange for cash consideration of $1.12 CDN per share. ( 2 )Shares held directly by RBC Dominion Securities Inc. in Trust for William Adams RRSP, for the benefit of the Reporting Person, for which the Reporting Person is the sole beneficial owner. ( 3 )Prices shown are denominated in Canadian dollars. ( 4 )25% of such Options shall vest and become exercisable on the date which is one year after the date of grant; (ii) an additional 1/48th of the Options initially granted to such Optionee will vest and be exercisable on the first day of each calendar month beginning on the first calendar month after the calendar month in which the Options described in the immediately preceding paragraph (b)(i) vest and continuing for 35 additional consecutive calendar months until all such Options contemplated hereby are vested and fully exercisable; and (iii) expire on the date that is 10 years from the date of grant. ( 5 )Pursuant to the terms of the Arrangement, out of money stock options were cancelled. ( 6 )50% of the options shall vest and become exercisable on the date which is one year after the date of grant, if and only if the 2014 corporate goals as approved by the board of directors of the company are met. 50% of the remaining options vests as follows (a) 25% of the options shall vest and become exercisable on the date which is one year after the date of grant and (b) an additional 1/48th of the remaining options initially granted will vest and be exercisable on the first day of each calendar month beginning on the first calendar month after the calendar month in which the remaining options described in preceding footnote (3)(a) vest and continuing for 35 additional consecutive calendar months until all such remaining options are vested and fully exercisable. ( 7 )25% of the options shall vest and become exercisable on March 20, 2016, and 1/48th of the options shall vest over the next 36 months commencing on the first day of each calendar month beginning April 1, 2016, subject to the reporting person's continued employment with the Company through each vesting date. ( 8 )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. ( 9 )25% of 50,000 options shall vest and become exercisable on May 19, 2016, and 1/48th of these 50,000 options shall vest over the next 36 months commencing on the first day of each calendar month beginning June 1, 2016, subject to the reporting person's continued employment with the Company through each vesting date. The next 50,000 options shall vest at the time of the Company's release of its financial results for the year ended December 31, 2015, upon the achievement of certain corporate objectives for fiscal year 2015, as determined by the Company's board. The remaining 50,000 options shall vest at the time of the Company's release of its financial results for the year ended December 31, 2016, upon the achievement of certain corporate objectives for fiscal year 2016, as determined by the Company's board. Award originally consisted of 150,000 options, 50,000 of which expired upon non-satisfaction of the performance criteria for the year ended December 31, 2015. ( 10 )On December 22, 2015, the reporting person was granted an option to purchase 25,000 shares of common stock. The option vests upon the satisfaction of certain performance criteria; provided such criteria is met on or before June 30, 2016. This performance criteria was met, resulting in the vesting of the option in full.

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