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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CEPHEID [ CPHD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/04/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 11/04/2016 | D | 14,677(1) | D | (2) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Non-Qualified Stock Option (Right to Buy) | $31.85 | 11/04/2016 | D | 18,750(3) | (4) | 04/26/2018 | Common Stock | 18,750 | $0.00 | 0 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $35.72 | 11/04/2016 | D | 7,800(3) | (5) | 04/24/2019 | Common Stock | 7,800 | $0.00 | 0 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $38.13 | 11/04/2016 | D | 7,800(3) | (5) | 04/30/2020 | Common Stock | 7,800 | $0.00 | 0 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $45.59 | 11/04/2016 | D | 16,300(3) | (5) | 04/22/2021 | Common Stock | 16,300 | $0.00 | 0 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $56.7 | 11/04/2016 | D | 16,300(6) | (5) | 04/28/2022 | Common Stock | 16,300 | $0.00 | 0 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $36.59 | 11/04/2016 | D | 16,300(7) | (5) | 04/26/2023 | Common Stock | 16,300 | $0.00 | 0 | D |
Explanation of Responses: |
1. This number includes RSUs previously reported on Table I that at closing, were accelerated and converted into the right to receive $53 per share, without interest. |
2. On September 2, 2016, the Issuer entered into an Agreement and Plan of Merger ("Merger Agreement") with Danaher Corporation, a Delaware corporation (the "Acquirer"), and Copper Merger Sub, Inc., a California corporation and a wholly-owned subsidiary of the Acquirer. Upon the closing of the transactions contemplated by the Merger Agreement on November 4, 2016 (the "Closing"), each of the Reporting Person's shares of the Issuer's Common Stock was cancelled and converted into the right to receive $53.00, without interest (the "Merger Consideration"). |
3. Upon the Closing, 100% of these options were cancelled and converted into the right to receive an amount of cash equal to the number of shares outstanding under this option multiplied by $53 minus the option exercise price. |
4. 1/3 of the shares subject to the grant vest and become exercisable on each anniversary of the grant date, subject to the continuing service of the Reporting Person on the vesting date. |
5. 100% of the shares subject to the grant vested and became exercisable on the one-year anniversary of the grant date. |
6. Upon the Closing, this option was cancelled and ceased to exist without receiving any payment therefor. |
7. Upon the Closing, 100% of this option's vesting was accelerated and converted into the right to receive an amount of cash equal to the number of shares outstanding under the option multiplied by $53.00 minus the exercise price. |
Remarks: |
Jacobin Zorin, Attorney-In-Fact | 11/07/2016 | |
** 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. |