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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GRODMAN MARC 481 EDWARD H ROSS DRIVE ELMWOOD PARK, NJ 07407 |
X | President and CEO |
/s/ Marc D. Grodman | 07/14/2014 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On March 29, 2010, the reporting person transferred 1,000,000 directly-owned shares of Bio-Reference Laboratories, Inc. common stock to the Marc D. Grodman 2010 GRAT, a grantor retained annuity trust for the benefit of himself, his spouse and children (the "GRAT"). From May 2011 through May 2013, during which time the reporting person served as sole trustee of the GRAT and was therefore deemed the beneficial owner of all the shares in the GRAT, an aggregate total of 595,986 shares of common stock were transferred from the GRAT's to the reporting person's direct ownership in satisfaction of annual annuity payment obligations. (Continued in Footnote 2) |
(2) | (Continued from Footnote 1) On March 29, 2014, the GRAT terminated on its terms and, effective as of March 28, 2014, Pam Gau Grodman, the reporting person's spouse, and Rich Faherty, were appointed as successor trustees (together the "Trustees") pursuant to the terms of the GRAT. On July 11, 2014, the Trustees directed that 244,550 shares remaining in the GRAT be transferred to the reporting person in satisfaction of the final annuity payment obligation of the GRAT to the reporting person. The remaining 159,464 shares of common stock originally placed into the GRAT are held by a successor trust and will be transferred to a trust for the benefit of the reporting person's family pursuant to the terms of the GRAT. |
(3) | The number of shares transferred from the GRAT to the reporting person were calculated based on the mean of the high and low reported market price of the common stock on July 3, 2014, the date on which the final transfer instructions were given. The average price on such date was $31.45. |
(4) | Includes 145,834 shares directly owned by the reporting person's wife and 99,000 shares owned by their children. The reporting person disclaims beneficial ownership of these 244,834 shares. |
(5) | Represents 200,000 shares held in trust for the benefit of the reporting person's wife and children, of which the reporting person and Mr. Ariel Fuentes are the co-trustees. |
(6) | Represents 200,000 shares held in trust for the benefit of the reporting person and children, of which the reporting person's wife is the trustee. |