RESPONSE BIOMEDICAL CORP Form 4 Filed 2016-12-01

FORM 4

☒	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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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1. Name and Address of Reporting Person ^*

Shuster Lewis

2. Issuer Name and Ticker or Trading Symbol
RESPONSE BIOMEDICAL CORP [RBM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1781 - 75TH AVENUE W.

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2016

(Street)

VANCOUVER, A1 V6P 6P2

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/29/2016		A		36,764	A	⁽¹⁾	115,379	D
Common Stock	11/29/2016		D		115,379	D	⁽²⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$2.2⁽³⁾

11/29/2016

20,000

⁽⁴⁾

04/02/2022

Common Stock

20,000

⁽⁵⁾

Stock Option (Right to Buy)

$3.1⁽³⁾

11/29/2016

20,000

⁽⁴⁾

03/14/2023

Common Stock

20,000

⁽⁵⁾

Stock Option (Right to Buy)

$1.43⁽³⁾

11/29/2016

5,000

⁽⁴⁾

03/19/2024

Common Stock

5,000

⁽⁵⁾

Deferred Share Unit

⁽¹⁾

11/29/2016

36,764

⁽⁶⁾

⁽¹⁾

Common Stock

36,764

⁽⁷⁾

Stock Option (Right to Buy)

$0.92⁽³⁾

11/29/2016

5,000

⁽⁸⁾

03/19/2025

Common Stock

5,000

⁽⁹⁾

Stock Option (Right to Buy)

$0.85⁽³⁾

11/29/2016

5,000

⁽¹⁰⁾

03/24/2026

Common Stock

5,000

⁽⁹⁾

Explanation of Responses:

1.	Each deferred share unit represent a right to receive shares of Company common stock (or, in the sole discretion of the Issuer's Board of Directors following a Change in Control as defined in the Plan, cash, securities or a combination of cash and securities equal to the fair market value thereof) upon the reporting person's termination of service to the Company. The DSUs are immediately vested and expire 90-days following the reporting person's Termination Date as defined in the Plan.
2.	Disposed of pursuant to the Agreement and Plan of Arrangement by and between the issuer and 1077801 B.C. Ltd., dated June 16, 2016 (the "Arrangement"), pursuant to which 1077801 B.C. Ltd. acquired all of the outstanding common shares of the issuer (other than those rolled over into the purchaser) in exchange for cash consideration of $1.12 CDN per share.
3.	Prices shown are denominated in Canadian dollars.
4.	100% of the options vest fully on the date which is one year after the date of grant.
5.	Pursuant to the terms of the Arrangement, out of money stock options were cancelled.
6.	The shares subject to the award vest and become exercisable upon termination of the reporting persons service to the Company.
7.	In connection with the Arrangement, all outstanding deferred share units as of immediately prior to the effective time of the Arrangement were converted into common shares of the issuer on a one-for-one basis, and subsequently disposed of in exchange for cash consideration of $1.12 CDN per share pursuant to the terms of the Arrangement Agreement.
8.	100% of the options vest on March 20, 2016, subject to the reporting person's continued service as a director of the Company through each vesting date.
9.	In connection with the Arrangement, all outstanding options to purchase common shares of the issuer as of immediately prior to the effective time of the Arrangement, were deemed unconditionally vested and exercisable, and subsequently cancelled in exchange for cash payment equal to the difference between the per share consideration of $1.12 CDN and the per share exercise price of such option multiplied by the number of common shares issuable pursuant to such option, less applicable withholdings.
10.	Subject to the reporting person's continued service as a director of the company through each vesting date, 100% of the shares subject to the option shall vest and become exercisable on March 24, 2017.

	Signatures
	/s/ Anastasios Tsonis, as Attorney-in-Fact	12/01/2016
	** Signature of Reporting Person	Date
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