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LPDX (MM)

5.24
0.00 (0.00%)
Pre Market
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
(MM) NASDAQ:LPDX NASDAQ Ordinary Share
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 5.24 0.00 01:00:00

Statement of Changes in Beneficial Ownership (4)

24/11/2014 8:13pm

Edgar (US Regulatory)


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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

McDonald E. Duffy
2. Issuer Name and Ticker or Trading Symbol

LIPOSCIENCE INC [ LPDX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Vice President, HR
(Last)          (First)          (Middle)

C/O LIPOSCIENCE, INC., 2500 SUMNER BOULEVARD
3. Date of Earliest Transaction (MM/DD/YYYY)

11/20/2014
(Street)

RALEIGH, NC 27616
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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
Common Stock   11/20/2014     D    23765   (1) D $5.25   0   D    

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
Stock Option (Right to Buy)   $2.50   11/20/2014     D         2546      (2) 5/5/2015   Common Stock   2546   $2.75   (3) 0   D    
Stock Option (Right to Buy)   $2.50   11/20/2014     D         10185      (4) 11/25/2015   Common Stock   10185   $2.75   (5) 0   D    
Stock Option (Right to Buy)   $3.88   11/20/2014     D         16262      (6) 2/15/2017   Common Stock   16262   $1.37   (7) 0   D    
Stock Option (Right to Buy)   $2.46   11/20/2014     D         5575      (8) 4/29/2018   Common Stock   5575   $2.79   (9) 0   D    
Stock Option (Right to Buy)   $2.50   11/20/2014     D         18915      (10) 2/6/2019   Common Stock   18915   $2.75   (11) 0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to the Merger Agreement and represents shares of the Issuer's common stock underlying restricted stock unit awards.
( 2)  Approximately 40% of the shares underlying this option were vested upon issuance on May 5, 2005, with the remainder vesting in 29 equal monthly installments thereafter.
( 3)  Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $7,014.74, which represents the difference between the merger consideration of $5.25 per share and the exercise price of the option per share.
( 4)  The option vested over a period of four years, with 25% of the shares underlying the option vesting on November 25, 2006, the first anniversary of the grant date, and the remainder vesting in 36 equal monthly installments thereafter.
( 5)  Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $28,061.71, which represents the difference between the merger consideration of $5.25 per share and the exercise price of the option per share.
( 6)  The option was fully vested upon issuance on February 15, 2007.
( 7)  Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $22,339.11, which represents the difference between the merger consideration of $5.25 per share and the exercise price of the option per share.
( 8)  The option was fully vested upon issuance on April 29, 2008.
( 9)  Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $15,589.93, which represents the difference between the merger consideration of $5.25 per share and the exercise price of the option per share.
( 10)  The option was fully vested upon issuance on February 6, 2009.
( 11)  Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $52,114.61, which represents the difference between the merger consideration of $5.25 per share and the exercise price of the option per share.

Remarks:
On November 20, 2014, the Issuer became a wholly-owned subsidiary of Laboratory Corporation of America Holdings pursuant to the merger effected in connection with the agreement and plan of merger, dated September 24, 2014, by and among Issuer, Laboratory Corporation of America Holdings and Bear Acquisition Corp (the "Merger Agreement").

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
McDonald E. Duffy
C/O LIPOSCIENCE, INC.
2500 SUMNER BOULEVARD
RALEIGH, NC 27616


Vice President, HR

Signatures
/s/ Kathryn F. Twiddy, attorney-in-fact 11/24/2014
** 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.

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