SEC FORM 4 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*
Cohen Matthew Robert

(Last) (First) (Middle)
5964 LA PLACE COURT, SUITE 100

(Street)
CARLSBAD CA 92008

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GenMark Diagnostics, Inc. [ GNMK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Gen Counsel & Secretary
3. Date of Earliest Transaction (Month/Day/Year)
01/03/2012
4. If Amendment, Date of 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)
Code V Amount (A) or (D) Price
Common Stock 01/03/2012 A 26,856(1) A $4.38 26,856 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: 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
Stock Option (Right to Buy) $4.38 01/03/2012 A 42,500 (2) 01/03/2022 Common Stock 42,500 $0 42,500 D
Explanation of Responses:
1. 25% of the shares vest on November 7, 2012 and the remaining restricted stock vests in 12 quarterly installments thereafter.
2. 25% of the option shares vest and become exercisable on November 7, 2012 and the remaining option shares vest and become exercisable in 36 monthly installments thereafter.
Paul Ross, Attorney-in-Fact 01/05/2012
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
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POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Jon Faiz 
Kayyem, Paul Ross and Jennifer Williams, and each of them individually, his true and lawful 
attorney-in-fact to:

              (1)	execute for and on behalf of the undersigned, in the undersigned's capacity 
as an officer, director and/or 10% or greater stockholder of GenMark Diagnostics, Inc. (the "Company"), 
any and all Form 3, 4 and 5 reports required to be filed by the undersigned in accordance with 
Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

              (2)	do and perform any and all acts for and on behalf of the undersigned which 
may be necessary or desirable to complete and execute any such Form 3, 4 or 5 report and timely file 
such report with the United States Securities and Exchange Commission and any stock exchange or similar
authority; and

              (3)	take any other action of any type whatsoever in connection with the foregoing 
which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents executed by such attorney-in-fact 
on behalf of the undersigned, pursuant to this
 Power of Attorney, shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve in his discretion.

       The undersigned hereby grants to each such attorney-in-fact full power and authority to do and 
perform each and every act and thing whatsoever requisite, necessary, and proper to be done in the 
exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the 
undersigned might or could do if personally present, with full power of substitution or revocation, hereby 
ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully
do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  
The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request 
of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned's 
responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

       This Power of Attorney shall remain in full force and effect until the undersigned is no longer 
required to file Form 3, 4 and 5 reports with respect to the undersigned's holdings of and transactions
in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing 
delivered to the foregoing attorneys-in-fact.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 
15th day of November, 2011.


						/s/ Matthew R. Cohen					
						Signature 

						Matthew R. Cohen					
						Print Name