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WGBS Wafergen Bio-Systems, Inc.

6.90
0.00 (0.00%)
After Hours
Last Updated: 00:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
Wafergen Bio-Systems, Inc. NASDAQ:WGBS 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% 6.90 7.11 7.10 0 00:00:00

Statement of Changes in Beneficial Ownership (4)

01/03/2017 7:32pm

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 *

Carlson Rolland
2. Issuer Name and Ticker or Trading Symbol

WaferGen Bio-systems, Inc. [ WGBS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO and President
(Last)          (First)          (Middle)

34700 CAMPUS DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

2/28/2017
(Street)

FREMONT, CA 94555
(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   2/28/2017     D    50001   (1) D $7.3471   (2) 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
Common Stock Warrant (right to buy)   $7.2   2/28/2017     D         40000      (3) 10/21/2020   Common Stock   40000.0   $0   0   D    

Explanation of Responses:
( 1)  Includes 6,667 restricted stock units ("RSUs").
( 2)  Pursuant to the Agreement and Plan of Merger, dated May 12, 2016, by and among WaferGen Bio-systems, Inc., Takara Bio USA Holdings, Inc., Walrus Acquisition Corporation and Takara Bio USA, Inc. (the "Merger Agreement"), (i) each issued and outstanding RSU was automatically vested and converted into the right to receive $7.347126 in cash, without interest, and (ii) each issued and outstanding share of common stock was automatically cancelled and converted into the right to receive $7.347126 in cash, without interest.
( 3)  The securities were exercisable for shares of common stock at any time on or after October 21, 2015 and on or prior to the close of business on October 21, 2020. Pursuant to the Merger Agreement, each outstanding warrant to purchase shares of common stock was cancelled in exchange for a cash payment for each share subject to the warrant equal to the excess of $7.347126 over the per share exercise price of the warrant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Carlson Rolland
34700 CAMPUS DRIVE
FREMONT, CA 94555
X
CEO and President

Signatures
/s/ Rolland Carlson 3/1/2017
** 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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