SEC Form 4 · accession 0001209191-16-148757

CEPHEID · CPHD

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

Reporting owner

Robert J Easton

Director

Period of report

Nov 4, 2016

Accepted (ET)

Nov 7, 2016 · 7:41 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	D/I	Nature of ownership
Common Stock^F1,F2	Nov 4, 2016	D	12,844	—	D	D
Common Stock^F2,F3	Nov 4, 2016	D	73,655	—	D	I	See Footnote
Common Stock^F2,F4	Nov 4, 2016	D	4,175	—	D	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Non-Qualified Stock Option (Right to Buy)^F5,F6	$20.47	Nov 4, 2016	D	9,375	D	—	Apr 29, 2017	Common Stock	9,375	D
Non-Qualified Stock Option (Right to Buy)^F5,F6	$31.85	Nov 4, 2016	D	9,375	D	—	Apr 26, 2018	Common Stock	9,375	D
Non-Qualified Stock Option (Right to Buy)^F5,F6	$35.72	Nov 4, 2016	D	7,800	D	—	Apr 24, 2019	Common Stock	7,800	D
Non-Qualified Stock Option (Right to Buy)^F5,F6	$38.13	Nov 4, 2016	D	7,800	D	—	Apr 30, 2020	Common Stock	7,800	D
Non-Qualified Stock Option (Right to Buy)^F5,F6	$45.59	Nov 4, 2016	D	16,300	D	—	Apr 22, 2021	Common Stock	16,300	D
Non-Qualified Stock Option (Right to Buy)^F7,F6	$56.70	Nov 4, 2016	D	16,300	D	—	Apr 28, 2022	Common Stock	16,300	D
Non-Qualified Stock Option (Right to Buy)^F8,F6	$36.59	Nov 4, 2016	D	16,300	D	—	Apr 26, 2023	Common Stock	16,300	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").
F3Shares are held by the Second Easton Family Charitable Trust of which the Reporting Person is the trustee.
F4Shares held by Joan Easton, the Reporting Person's spouse.
F5Upon 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.
F6100% of the shares subject to the grant vested and became exercisable on the one-year anniversary of the grant date.
F7Upon the Closing, this option was cancelled and ceased to exist without receiving any payment therefor.
F8Upon 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.