Sec Form 4 Filing - KEEGAN JOSEPH D @ 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 KEEGAN JOSEPH D 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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (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 73,850 D 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) $ 2.2 ( 2 ) 11/29/2016 D 20,000 ( 3 ) 04/02/2022 Common Stock 20,000 ( 4 ) 0 D Stock Option (Right to Buy) $ 3.1 ( 2 ) 11/29/2016 D 20,000 ( 3 ) 03/14/2023 Common Stock 20,000 ( 4 ) 0 D Stock Option (Right to Buy) $ 1.43 ( 2 ) 11/29/2016 D 5,000 ( 3 ) 03/19/2024 Common Stock 5,000 ( 4 ) 0 D Stock Option (Right to Buy) $ 0.92 ( 2 ) 11/29/2016 D 5,000 ( 5 ) 03/19/2025 Common Stock 5,000 ( 6 ) 0 D Stock Option (Right to Buy) $ 0.85 ( 2 ) 11/29/2016 D 5,000 ( 7 ) 03/23/2026 Common Stock 5,000 ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KEEGAN JOSEPH D 1781 - 75TH AVENUE W. VANCOUVER, A1V6P 6P2 X 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 )Prices shown are denominated in Canadian dollars. ( 3 )100% of the options vest fully on the date which is one year after the date of grant. ( 4 )Pursuant to the terms of the Arrangement, out of money stock options were cancelled. ( 5 )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. ( 6 )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. ( 7 )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.

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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