UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
GenMark Diagnostics, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
372309 104
(CUSIP Number)
June 3, 2010
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 372309104
|
1. |
NAMES OF REPORTING PERSONS
Jon Faiz Kayyem | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
755,893 (1) | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
755,893 (1) | |||||
8. | SHARED DISPOSITIVE POWER
0 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,893 (1) | |||||
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5% | |||||
12. |
TYPE OF REPORTING PERSON
IN |
(1) | Includes 124,924 shares held by the Jon Faiz Kayyem and Paige N. Gates Family Trust, dated April 1, 2000, 61,651 shares held by the HI Charitable Remainder Uni Trust and 569,308 shares held by IFIN LP. Dr. Kayyem is trustee of the Jon Faiz Kayyem and Paige N. Gates Family Trust and the HI Charitable Remainder Uni Trust, and President of In-Motion LLC, the general partner of IFIN LP. As a result, he has sole voting and investment power over the shares held directly by these entities. |
(Page 2 of 8 Pages)
1. |
NAMES OF REPORTING PERSONS
Jon Faiz Kayyem and Paige N. Gates Family Trust, dated April 1, 2000 | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
124,934 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
124,934 | |||||
8. | SHARED DISPOSITIVE POWER
0 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
124,934 | |||||
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1% | |||||
12. |
TYPE OF REPORTING PERSON
OO |
(Page 3 of 8 Pages)
1. |
NAMES OF REPORTING PERSONS
HI Charitable Remainder Uni Trust | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
61,651 | ||||
6. | SHARED VOTING POWER
-0- | |||||
7. | SOLE DISPOSITIVE POWER
61,651 | |||||
8. | SHARED DISPOSITIVE POWER
-0- | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,651 | |||||
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5% | |||||
12. |
TYPE OF REPORTING PERSON
OO |
(Page 4 of 8 Pages)
1. |
NAMES OF REPORTING PERSONS
IFIN LP | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
569,308 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
569,308 | |||||
8. | SHARED DISPOSITIVE POWER
0 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
569,308 | |||||
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.9% | |||||
12. |
TYPE OF REPORTING PERSON
PN |
(Page 5 of 8 Pages)
CUSIP NO. 372309104
|
Item 1(a). |
Name of Issuer: | |
GenMark Diagnostics, Inc. | ||
Item 1(b). |
Address of Issuers Principal Executive Office: | |
757 S. Raymond Avenue | ||
Pasadena, CA 91105 | ||
Item 2(a). |
Name of Persons Filing: | |
Jon Faiz Kayyem | ||
Jon Faiz Kayyem and Paige N. Gates Family Trust, dated April 1, 2000 | ||
HI Charitable Remainder Uni Trust | ||
IFIN LP | ||
Item 2(b). |
Address of Principal Business Office of Persons Filing: | |
c/o GenMark Diagnostics, Inc. | ||
757 S. Raymond Avenue | ||
Pasadena, CA 91105 | ||
Item 2(c). |
Citizenship or Place of Organization of Persons Filing: | |
United States | ||
Item 2(d). |
Title of Class of Securities: | |
Common Stock, $0.0001 par value | ||
Item 2(e). |
CUSIP Number: | |
372309 104 | ||
Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: | |
Not applicable. |
(Page 6 of 8 Pages)
CUSIP NO. 372309104
|
Item 4. |
Ownership. | ||||||||
Based upon information set forth in the Issuers 424(b)(4) prospectus filed with the Securities and Exchange Commission on June 3, 2010, there were 11,723,512 shares of the Issuers common stock outstanding as of the closing of the Issuers initial public offering on June 3, 2010. The ownership percentages stated below are based upon this amount of outstanding shares. | |||||||||
Jon Faiz Kayyem, the President, Chief Executive Officer and Director of the Issuer, is the trustee of the Jon Faiz Kayyem and Paige N. Gates Family Trust and the HI Charitable Remainder Uni Trust, and President of In-Motion LLC, the general partner of IFIN LP. As a result, he has sole voting and investment power over the shares held directly by these entities. Dr. Kayyem disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. | |||||||||
(a | ) | ||||||||
Amount beneficially owned by the Jon Faiz Kayyem: 755,893 shares | |||||||||
Amount beneficially owned by the Jon Faiz Kayyem and Paige N. Gates Family Trust: 124,934 shares | |||||||||
Amount beneficially owned by HI Charitable Remainder Uni Trust: 61,651 shares | |||||||||
Amount beneficially owned by IFIN LP: 569,308 shares | |||||||||
(b | ) | ||||||||
Percent of class owned by the Jon Faiz Kayyem: 6.5% | |||||||||
Percent of class owned by the Jon Faiz Kayyem and Paige N. Gates Family Trust: 1.1% | |||||||||
Percent of class owned by HI Charitable Remainder Uni Trust: 0.5% | |||||||||
Percent of class owned by IFIN LP: 4.9% | |||||||||
(c | ) | ||||||||
Number of shares as to which the Jon Faiz Kayyem has: | |||||||||
(i) | Sole power to vote or to direct the vote: 755,893 | ||||||||
(ii) | Shared power to vote or to direct the vote: 0 | ||||||||
(iii) | Sole power to dispose or to direct the disposition of: 755,893 | ||||||||
(iv) | Shared power to dispose or to direct the disposition of : 0 | ||||||||
Number of shares as to which the Jon Faiz Kayyem and Paige N. Gates Family Trust has: | |||||||||
(i) | Sole power to vote or to direct the vote: 124,934 | ||||||||
(ii) | Shared power to vote or to direct the vote: 0 | ||||||||
(iii) | Sole power to dispose or to direct the disposition of: 124,934 | ||||||||
(iv) | Shared power to dispose or to direct the disposition of : 0 |
(Page 7 of 8 Pages)
CUSIP NO. 372309104
|
Number of shares as to which HI Charitable Remainder Uni Trust has: | ||||||||
(i) | Sole power to vote or to direct the vote: 61,651 | |||||||
(ii) | Shared power to vote or to direct the vote: 0 | |||||||
(iii) | Sole power to dispose or to direct the disposition of: 61,651 | |||||||
(iv) | Shared power to dispose or to direct the disposition of : 0 | |||||||
Number of shares as to which IFIN LP has: | ||||||||
(i) | Sole power to vote or to direct the vote: 569,308 | |||||||
(ii) | Shared power to vote or to direct the vote: 0 | |||||||
(iii) | Sole power to dispose or to direct the disposition of: 569,308 | |||||||
(iv) | Shared power to dispose or to direct the disposition of : 0 | |||||||
Item 5. | Ownership of Five Percent or Less of a Class. | |||||||
Not Applicable | ||||||||
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |||||||
Not Applicable | ||||||||
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: | |||||||
Not Applicable | ||||||||
Item 8. | Identification and Classification of Members of the Group. | |||||||
Not Applicable | ||||||||
Item 9. | Notice of Dissolution of Group. | |||||||
Not Applicable | ||||||||
Item 10. | Certification. | |||||||
By signing below the undersigned certifies that, to the best of their respective knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
(Page 8 of 8 Pages)
Signature
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: June 14, 2010
/s/ Jon Faiz Kayyem | ||
Jon Faiz Kayyem | ||
Jon Faiz Kayyem and Paige N. Gates Family Trust, dated April 1, 2000 | ||
By: | /s/ Jon Faiz Kayyem | |
Name: | Jon Faiz Kayyem | |
Title: | Trustee | |
HI Charitable Remiander Uni Trust | ||
By: | /s/ Jon Faiz Kayyem | |
Name: | Jon Faiz Kayyem | |
Title: | Trustee | |
IFIN LP | ||
By: In-Motion, LLC, general partner | ||
By: | /s/ Jon Faiz Kayyem | |
Name: | Jon Faiz Kayyem | |
Title: | President |