- Statement of Changes in Beneficial Ownership (4)
16 12월 2011 - 12:01AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Expires:
November 30, 2011
Estimated average burden
hours per response...
0.5
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
LABORATORY CORP OF AMERICA HOLDINGS
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2. Issuer Name
and
Ticker or Trading Symbol
ORCHID CELLMARK INC
[
ORCH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
358 SOUTH MAIN STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/13/2011
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(Street)
BURLINGTON, NC 27215
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $.001
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12/13/2011
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P
(1)
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30304
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A
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$2.80
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25996016
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I
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See footnote
(1)
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Common Stock, par value $.001
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12/14/2011
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P
(1)
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134943
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A
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$2.80
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26130959
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I
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See footnote
(1)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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The Reporting Person is filing this Form 4 on behalf of itself and OCM Acquisition Corp. ("OCM"), a Delaware corporation and a wholly owned subsidiary of the Reporting Person. The shares of common stock to which this Form 4 relates were acquired by OCM during the subsequent offering period of the tender offer for all outstanding shares of common stock of the Issuer, including, to the extent outstanding, the associated preferred stock purchase rights issued under the Rights Agreement, dated July 27, 2001, as amended, between the Issuer and American Stock Transfer & Trust Company, as rights agent (the "Offer"). The Offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 19, 2011, which was annexed to and filed with the Schedule TO filed by the Reporting Person with the Securities and Exchange Commission on April 19, 2011.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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LABORATORY CORP OF AMERICA HOLDINGS
358 SOUTH MAIN STREET
BURLINGTON, NC 27215
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X
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Signatures
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/s/ F. Samuel Eberts III, Senior Vice President and Chief Legal Officer of Laboratory Corporation of America Holdings
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12/15/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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