SEC Form 4
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*
LAMONT ANN H

(Last) (First) (Middle)
ONE GORHAM ISLAND

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CLARIENT, INC [ CLRT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/16/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
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: 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
SERIES A CONVERTIBLE PREFERRED STOCK $1.9(1) 12/16/2010 U 5,263,158(2) (3) (4) COMMON STOCK 21,052,632 $20 0(2) I Footnote(5)
1. Name and Address of Reporting Person*
LAMONT ANN H

(Last) (First) (Middle)
ONE GORHAM ISLAND

(Street)
WESTPORT CT 06880

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
OAK INVESTMENT PARTNERS XII L P

(Last) (First) (Middle)
ONE GORHAM ISLAND

(Street)
WESTPORT CT 06880

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The conversion rate of the Series A Preferred Stock is equal to the quotient of (i) the sum of (x) $7.60 plus (y) declared and unpaid dividends, divided by (ii) 1.90. As a result, each share of Series A Preferred Stock converts into four (4) shares of Common Stock. Each share of Common Stock tendered in the Offer received $5.00 per share.
2. Oak Investment Partners XII, Limited Partnership tendered all of the shares of Preferred Stock of Clarient, Inc. owned by it pursuant to the tender offer conducted by General Electric Company, a New York corporation ("GE") for $20.00 per share of preferred stock pursuant to the Agreement and Plan of Merger among GE, Crane Merger Sub, Inc. ("Purchaser") and Clarient, Inc (the "Merger Agreement"). GE accepted all shares tendered on December 16, 2010 thereby acquiring all of the shares of stock of Clarient, Inc. owned by Oak Investment Partners XII, Limited Partnership.
3. The Series A Preferred Stock is immediately convertible.
4. The conversion feature continues indefinitely.
5. Represents shares directly owned by Oak Investment Partners XII, Limited Partnership.
Remarks:
Ann H. Lamont is currently a director of Clarient, Inc. Upon GE's completion of the "short form" merger (which is anticipated to be as soon as practicable on or after December 22, 2010), the directors of Clarient, Inc. shall be the directors of the Purchaser and Ann H. Lamont shall no longer be a director of Clarient, Inc. Ms. Lamont is a Managing Member of Oak Associates XII, LLC, the General Partner of Oak Investment Partners XII, Limited Partnership. Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Person, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose.
/s/Ann H. Lamont 12/16/2010
** 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).
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