Sec Form 4 Filing - Rice Michael @ BIOLIFE SOLUTIONS INC - 2020-03-25

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
Rice Michael
2. Issuer Name and Ticker or Trading Symbol
BIOLIFE SOLUTIONS INC [ BLFS]
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)
C/O BIOLIFE SOLUTIONS, INC., 3303 MONTE VILLA PARKWAY, SUITE 310
3. Date of Earliest Transaction (MM/DD/YY)
03/25/2020
(Street)
BOTHELL, WA98021
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 ( 1 ) 03/25/2020 A 12,991 A 178,815 D
Common Stock ( 2 ) 03/25/2020 A 7,056 A 185,871 D
Common Stock ( 3 ) 03/25/2020 A 28,868 A 214,739 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
Restricted Stock Award $ 0 03/25/2020 A 28,868 ( 4 ) ( 4 ) Common Stock 28,868 $ 0 28,868 D
Restricted Stock Award $ 0 03/25/2020 A 34,641 ( 5 ) ( 5 ) Common Stock 34,641 $ 0 34,641 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rice Michael
C/O BIOLIFE SOLUTIONS, INC.
3303 MONTE VILLA PARKWAY, SUITE 310
BOTHELL, WA98021
X President & CEO
Signatures
/s/ Michael Rice 03/27/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The restricted stock pursuant to the BioLife Solutions 2013 Performance Incentive Plan (as amended, the "Plan") and vests in full on September 25, 2020. This restricted stock was granted to the reporting person in lieu of such reporting person's 2019 cash performance bonus.
( 2 )The restricted stock was granted pursuant to the Plan and vests 25% on the first anniversary of the grant date and thereafter quarterly, in 12 equal quarterly installments. The restricted stock was granted to the reporting person as part of 2020 compensation.
( 3 )The restricted stock was granted pursuant to the Plan and vests 25% on the first anniversary of the grant date and thereafter quarterly, in 12 equal quarterly installments. The restricted stock was granted to the reporting person as part of 2020 compensation.
( 4 )The restricted stock was granted pursuant to the Plan. The restricted stock will vest on the date that the registrant files its Annual Report on Form 10-K for the fiscal year ended 2021 and will vest as to between 0% and 200% of the reported number of shares in column 5 based on the registrant's total shareholder return during the period beginning on January 1, 2020 through December 31, 2021 as compared to the total shareholder return of certain of the registrant's peers (such peers have been determined by the registrant's compensation committee with assistance of an outside consultant immediately prior to the grant date).
( 5 )The restricted stock was granted pursuant to the Plan. The restricted stock will vest on the date that the registrant files its Annual Report on Form 10-K for the fiscal year ended 2020 and will vest as to between 0% and 125% of the reported number of shares in column 5 based on the reporting person's performance during the 2020 fiscal year, as determined by the registrant's board of directors. This restricted stock was granted in lieu of such reporting person receiving a 2020 cash performance bonus.

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