SEC Form 4 · accession 0001209191-15-004412
CEPHEID · CPHD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mike Fitzgerald
Officer — EVP, Global Human Resources
Period of report
Jan 14, 2015
Accepted (ET)
Jan 15, 2015 · 4:15 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jan 14, 2015 | M | 625 | $0.00 | A | 8,201 | D | |
| Common Stock | Jan 14, 2015 | F | 274 | $55.045 | D | 7,927 | 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 UnitsF3,F4 | $0.00 | Jan 14, 2015 | M | 625 | D | — | — | Common Stock | 625 | 2,500 | 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.
- F3Each RSU represents a contingent right to receive one share of the Issuer's common stock.
- F425% 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.