SEC Form 4 · accession 0001209191-16-148752
CEPHEID · CPHD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John L Bishop
Officer — Chairman of the Board and CEO · Director
Period of report
Nov 4, 2016
Accepted (ET)
Nov 7, 2016 · 7:38 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 StockF1,F2 | Nov 4, 2016 | D | 83,092 | — | D | 0 | 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 | Nov 4, 2016 | D | 9,751 | D | — | — | Common Stock | 9,751 | 0 | D |
| Performance Stock UnitF5,F6 | $0.00 | Nov 4, 2016 | D | 75,000 | D | — | — | Common Stock | 75,000 | 0 | D |
| Employee Stock Option (Right to Buy)F7,F8 | $20.47 | Nov 4, 2016 | D | 175,000 | D | — | Apr 29, 2017 | Common Stock | 175,000 | 0 | D |
| Employee Stock Option (Right to Buy)F7,F8 | $31.485 | Nov 4, 2016 | D | 180,000 | D | — | Apr 25, 2018 | Common Stock | 180,000 | 0 | D |
| Employee Stock Option (Right to Buy)F7,F8 | $35.72 | Nov 4, 2016 | D | 153,750 | D | — | Apr 24, 2019 | Common Stock | 153,750 | 0 | D |
| Employee Stock Option (Right to Buy)F7,F8 | $38.66 | Nov 4, 2016 | D | 176,250 | D | — | Apr 29, 2020 | Common Stock | 176,250 | 0 | D |
| Employee Stock Option (Right to Buy)F7,F8 | $45.84 | Nov 4, 2016 | D | 176,250 | D | — | Apr 21, 2021 | Common Stock | 176,250 | 0 | D |
| Employee Stock Option (Right to Buy)F9,F8 | $56.88 | Nov 4, 2016 | D | 205,000 | D | — | Apr 27, 2022 | Common Stock | 205,000 | 0 | D |
| Employee Stock Option (Right to Buy)F7,F8 | $35.94 | Nov 4, 2016 | D | 150,000 | D | — | Apr 25, 2023 | Common Stock | 150,000 | 0 | D |
Explanation of responses
- F1This 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.
- F2On 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 in cash, without interest (the "Merger Consideration").
- F3Upon the Closing, 100% of the Reporting Person's unvested RSUs were accelerated and converted into the right to receive $53.00 per share, without interest.
- 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.
- F5Upon the Closing, 100% of the Reporting Person's unvested PSUs were accelerated and converted into the right to receive $53.00 per share, without interest.
- F6The performance stock units will vest and be settled in shares of common stock based on the level of achievement of certain performance factors related to the company's revenue growth and operating margin over the three year performance period from January 1, 2016 to December 31, 2018. Depending on the level of performance, the number of shares of common stock delivered upon settlement can range from 0% to 125% of the target number represented above.
- F7Upon 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.
- F825% of the shares subject to the grant vest and become 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.
- F9Upon the Closing, this option was cancelled and ceased to exist without receiving any payment therefor.