SEC Form 4 · accession 0001209191-15-002385

CEPHEID · CPHD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Kerry Flom

Officer — EVP, Regulatory Affairs

Period of report

Jan 2, 2015

Accepted (ET)

Jan 6, 2015 · 5:23 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001037760

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock	Jan 2, 2015	M	2,397	$0.00	A	3,773	D
Common Stock	Jan 2, 2015	F	890	$54.12	D	2,883	D
Common Stock	Jan 2, 2015	M	7,187	$35.48	A	10,070	D
Common Stock^F4	Jan 2, 2015	S	6,787	$54.1449	D	3,283	D
Common Stock^F4	Jan 2, 2015	S	400	$54.7675	D	2,883	D
Common Stock^F4	Jan 5, 2015	S	807	$53.8807	D	2,076	D
Common Stock^F4	Jan 5, 2015	S	700	$54.9329	D	1,376	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F5,F6	$0.00	Jan 2, 2015	M	2,397	D	—	—	Common Stock	2,397	9,588	D
Non-qualified Stock Option (Right to Buy)^F7	$35.48	Jan 2, 2015	M	7,187	D	—	Jan 2, 2020	Common Stock	7,187	14,376	D

Explanation of responses

F1Vesting of restricted stock units ("RSUs") granted to the Reporting Person.
F2Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs. The Reporting Person did not sell or otherwise dispose of any of the shares for any reason other than to cover required taxes.
F3The transactions reported on this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person.
F4The sales price reported is the weighted average sale price for the number of shares sold. Full information regarding the number of shares sold at each separate price will be supplied upon request by the Securities & Exchange Commission staff, the Issuer or a security holder of the Issuer.
F5Each RSU represents a contingent right to receive one share of the Issuer's common stock.
F625% of the RSUs vest on the one-year anniversary of the grant date, then 6.25% of the RSUs vest each quarterly anniversary thereafter, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting.
F725% of the shares subject to the grant vested and became exercisable on the one-year anniversary of the grant date, then 2.0833% of the shares subject to the grant vest and become exercisable each month thereafter, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.