| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Co-Diagnostics, Inc. [ CODX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/20/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 11/20/2020 | M | 20,000 | A | $1.1 | 20,000 | D | |||
| Common Stock | 11/20/2020 | F | 1,983(2) | D | $1.1 | 18,017 | D | |||
| Common Stock | 11/20/2020 | S | 18,017(3) | D | $11.09 | 0 | D | |||
| Common Stock | 11/23/2020 | M | 80,000 | A | $1.1 | 80,000 | D | |||
| Common Stock | 11/23/2020 | F | 8,431(2) | D | $1.1 | 71,569 | D | |||
| Common Stock | 11/23/2020 | S | 71,569(6) | D | $10.44 | 0 | D | |||
| Common Stock | 11/24/2020 | M | 50,000 | A | $1.1 | 50,000 | D | |||
| Common Stock | 11/24/2020 | F | 5,236(2) | D | $1.1 | 44,764 | D | |||
| Common Stock | 11/24/2020 | S | 44,764(7) | D | $10.51 | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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 | ||||||||
| Non-Qualified Stock Option (right to buy) | $1.1 | 11/20/2020(1) | M | 20,000 | (2) | 09/02/2029 | Common Stock | 20,000 | $0.00 | 130,000 | D | ||||
| Non-Qualified Stock Option (right to buy) | $1.1 | 11/23/2020(1) | M | 80,000 | (2) | 09/02/2029 | Common Stock | 80,000 | $0.00 | 50,000 | D | ||||
| Non-Qualified Stock Option (right to buy) | $1.1 | 11/24/2020(1) | M | 50,000 | (2) | 09/02/2029 | Common Stock | 50,000 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (4) | 11/23/2020 | A | 75,000 | (5) | (5) | Common Stock | 75,000 | $0.00 | 75,000 | D | ||||
| Explanation of Responses: |
| 1. Non-Qualified Stock Option granted to Reporting Person on September 3, 2019 pursuant to the Issuer's 2015 Long-Term Incentive Plan, as amended, to purchase up to 150,000 shares of common stock of the Issuer and previously reported on a Form 4 filed with the Commission on November 18, 2019. |
| 2. All of the Options have vested. |
| 3. Reflects 1,986 shares withheld by the Issuer at the market price of $11.09 per share less the exercise price of $1.10 per share to fund the cashless exercise of 20,000 options owned by the Reporting Person. |
| 4. Granted pursuant to Issuer's 2015 Long Term Incentive Plan, as amended. Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting, one share of the Issuer's common stock. |
| 5. RSU vests in equal installments in 6 equal installments commencing on the six month anniversary of the date of grant and every six months thereafter. |
| 6. Reflects 8,431 shares withheld by the Issuer at the market price of $10.44 per share less the exercise price of $1.10 per share to fund the cashless exercise of 80,000 options owned by the Reporting Person. |
| 7. Reflects 5,236 shares withheld by the Issuer at the market price of $10.51 per share less the exercise price of $1.10 per share to fund the cashless exercise of 50,000 options owned by the Reporting Person. |
| /s/ Dwight H. Egan | 11/25/2020 | |
| ** 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 Number. | ||