SEC Form 4 · accession 0001209191-16-148756
CEPHEID · CPHD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Wayne Paterson
Director
Period of report
Nov 4, 2016
Accepted (ET)
Nov 7, 2016 · 7:40 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 | 4,500 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (Right to Buy)F3,F4 | $56.70 | Nov 4, 2016 | D | 24,400 | D | — | Apr 28, 2022 | Common Stock | 24,400 | 0 | D |
| Non-Qualified Stock Option (Right to Buy)F5,F6 | $36.59 | Nov 4, 2016 | D | 16,300 | D | — | Apr 26, 2023 | Common Stock | 16,300 | 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 $53.00, without interest (the "Merger Consideration").
- F3Upon the Closing, this option was cancelled and ceased to exist without receiving any payment therefor.
- F41/3 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.
- F5Upon 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.
- F6100% of the shares subject to the grant vested and became exercisable on the one-year anniversary of the grant date.