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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Clarient, Inc. (MM) | NASDAQ:CLRT | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 4.99 | 0 | 01:00:00 |
FORM 4
[
X
]
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
|
OMB APPROVAL
OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5 |
|
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person
*
LAMONT ANN H |
2. Issuer Name
and
Ticker or Trading Symbol
CLARIENT, INC [ CLRT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__ X __ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
ONE GORHAM ISLAND |
3. Date of Earliest Transaction
(MM/DD/YYYY)
|
|
WESTPORT, CT 06880 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
||||||||||
1.Title of Security
(Instr. 3) |
2. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. 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 |
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) |
|||||||||||||||
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any |
4. Trans. 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 |
7. Title and Amount of Securities Underlying Derivative Security
(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 | ||||||||
SERIES A CONVERTIBLE PREFERRED STOCK | $1.9 (1) | 12/16/2010 | U | 5263158 (2) | (3) | (4) | COMMON STOCK | 21052632 | $20 | 0 (2) | I | Footnote (5) |
Explanation of Responses: | |
( 1) | The conversion rate of the Series A Preferred Stock is equal to the quotient of (i) the sum of (x) $7.60 plus (y) declared and unpaid dividends, divided by (ii) 1.90. As a result, each share of Series A Preferred Stock converts into four (4) shares of Common Stock. Each share of Common Stock tendered in the Offer received $5.00 per share. |
( 2) | Oak Investment Partners XII, Limited Partnership tendered all of the shares of Preferred Stock of Clarient, Inc. owned by it pursuant to the tender offer conducted by General Electric Company, a New York corporation ("GE") for $20.00 per share of preferred stock pursuant to the Agreement and Plan of Merger among GE, Crane Merger Sub, Inc. ("Purchaser") and Clarient, Inc (the "Merger Agreement"). GE accepted all shares tendered on December 16, 2010 thereby acquiring all of the shares of stock of Clarient, Inc. owned by Oak Investment Partners XII, Limited Partnership. |
( 3) | The Series A Preferred Stock is immediately convertible. |
( 4) | The conversion feature continues indefinitely. |
( 5) | Represents shares directly owned by Oak Investment Partners XII, Limited Partnership. |
Remarks:
Ann H. Lamont is currently a director of Clarient, Inc. Upon GE's completion of the "short form" merger (which is anticipated to be as soon as practicable on or after December 22, 2010), the directors of Clarient, Inc. shall be the directors of the Purchaser and Ann H. Lamont shall no longer be a director of Clarient, Inc. Ms. Lamont is a Managing Member of Oak Associates XII, LLC, the General Partner of Oak Investment Partners XII, Limited Partnership. Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Person, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose. |
Reporting Owners
|
|||||
Reporting Owner Name / Address |
|
||||
Director | 10% Owner | Officer | Other | ||
LAMONT ANN H
ONE GORHAM ISLAND WESTPORT, CT 06880 |
X | X |
|
|
|
OAK INVESTMENT PARTNERS XII L P
ONE GORHAM ISLAND WESTPORT, CT 06880 |
|
X |
|
|
Signatures
|
||
/s/Ann H. Lamont | 12/16/2010 | |
** Signature of Reporting Person |
Date
|
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 control number. |
1 Year Clarient, Inc. (MM) Chart |
1 Month Clarient, Inc. (MM) Chart |
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