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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 | ||||||||
| Employee Stock Option (Right to Buy) | $ 4.74 | 03/13/2013 | D | 21,250 | (2) | 05/28/2013 | Common Stock | 21,250 | $ 2.51 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 5.1 | 03/13/2013 | D | 15,000 | (3) | 05/10/2014 | Common Stock | 15,000 | $ 2.15 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 4 | 03/13/2013 | D | 10,000 | (4) | 05/11/2015 | Common Stock | 10,000 | $ 3.25 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 4.19 | 03/13/2013 | D | 10,000 | (5) | 05/10/2013 | Common Stock | 10,000 | $ 3.06 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BERG JEFFREY H C/O BIOCLINICA, INC. 826 NEWTOWN-YARDLEY ROAD NEWTOWN, PA 18940 |
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| /s/ Maria T. Kraus as attorney-in-fact | 03/14/2013 | |
| **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) | Of such amount, 3,000 shares automatically vested and 54,500 shares were issued to the filing person and were paid for in connection with the change in control that occurred upon the acceptance of shares pursuant to the tender offer (the "Offer") which was launched in connection with the Agreement and Plan of Merger dated January 29, 2013 by and among BioCore Holdings, Inc., BC Acquisition Corp. ("Purchaser") and BioClinica, Inc. On March 12, 2013, all shares which were tendered by the filing person in connection with the Offer were accepted by the Purchaser. |
| (2) | This option, which provided for vesting 6250 immediately and then equal monthly increments over 12 months beginning on May 28, 2003, was cancelled in connection with the merger transaction effected pursuant to the Agreement and Plan of Merger dated January 29, 2013 by and among BioCore Holdings, Inc. BC Acquisition Corp. and BioClinica, Inc. (the "Merger"), in exchange for a cash payment of $53,337.50, representing the difference between the exercise price of the option and the market value of the underlying BIOC common stock on the effective date of the Merger ($7.25). |
| (3) | This option, which provided for vesting in equal monthly increments over 12 months beginning on June 10, 2004, was cancelled in connection with the Merger, in exchange for a cash payment of $32,250, representing the difference between the exercise price of the option and the market value of the underlying BIOC common stock on the effective date of the Merger ($7.25). |
| (4) | This option, which provided for vesting in equal monthly increments over 12 months beginning on June 11, 2005, was cancelled in connection with the Merger, in exchange for a cash payment of $32,500, representing the difference between the exercise price of the option and the market value of the underlying BIOC common stock on the effective date of the Merger ($7.25). |
| (5) | This option, which provided for vesting in equal monthly increments over 12 months beginning on June 10, 2006, was cancelled in connection with the Merger, in exchange for a cash payment of $30,600, representing the difference between the exercise price of the option and the market value of the underlying BIOC common stock on the effective date of the Merger ($7.25). |