SEC Form 4 · accession 0001209191-16-148759
CEPHEID · CPHD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Warren C Kocmond Jr.
Officer — President & COO
Period of report
Nov 4, 2016
Accepted (ET)
Nov 7, 2016 · 7:42 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 | 25,213 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitF3,F4 | $0.00 | Nov 4, 2016 | D | 37,500 | D | — | — | Common Stock | 37,500 | 0 | D |
| Restricted Stock UnitsF5,F6 | $0.00 | Nov 4, 2016 | D | 3,251 | D | — | — | Common Stock | 3,251 | 0 | D |
| Employee Stock Option (Right to Buy)F7,F8 | $38.47 | Nov 4, 2016 | D | 37,500 | D | — | May 6, 2020 | Common Stock | 37,500 | 0 | D |
| Employee Stock Option (Right to Buy)F9,F8 | $45.84 | Nov 4, 2016 | D | 41,250 | D | — | Apr 21, 2021 | Common Stock | 41,250 | 0 | D |
| Employee Stock Option (Right to Buy)F10,F8 | $56.88 | Nov 4, 2016 | D | 56,250 | D | — | Apr 27, 2022 | Common Stock | 56,250 | 0 | D |
| Employee Stock Option (Right to Buy)F11,F8 | $29.50 | Nov 4, 2016 | D | 112,500 | D | — | Feb 9, 2023 | Common Stock | 112,500 | 0 | D |
Explanation of responses
- F1Upon the Closing, (i) 9530 of these restricted stock units ("RSUs") were cancelled and converted into the right to receive from the Acquirer an amount in cash equal to the product of the aggregate number of shares of the Issuer's Common Stock subject to these RSUs and the Merger Consideration and (ii) 12,851 of these RSUs were assumed by Acquirer and converted into and became the right to receive, on the same terms and conditions as were applicable under such RSUs immediately prior to the Closing, a number of shares of Acquirer common stock equal to the number of shares of Issuer's Common Stock that were subject to such RSUs multiplied by an exchange ratio equal to the quotient obtained by dividing (a) the Merger Consideration by (b) the volume-weighted average of the trading prices of the shares of Acquirer common stock on the NYSE, for the ten trading days ending with, and including, November 4, 2016 ("Exchange Ratio").
- F10Upon the Closing, this option was cancelled and ceased to exist without receiving any payment therefor.
- F11Upon the Closing, 51,562 shares of the Issuer's Common Stock subject to this option were cancelled and converted into the right to receive from the Acquirer an amount in cash equal to the product of the aggregate number of shares of the Issuer's Common Stock subject to this option and the Merger Consideration over the per share exercise price of this option; and 60,938 shares of the Issuer's Common Stock subject to this option were assumed and converted into and became an option to acquire a number of shares of Acquirer common stock, on the same terms and conditions as were applicable under such option immediately prior to the Closing, equal to the number of shares of Issuer Common Stock subject to such option multiplied by the Exchange Ratio.
- 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 PSUs were accelerated and converted into the right to receive $53.00 per share, without interest.
- F4The 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.
- F5Upon the Closing, (i) 2688 of these restricted stock units ("RSUs") were cancelled and converted into the right to receive from the Acquirer an amount in cash equal to the product of the aggregate number of shares of the Issuer's Common Stock subject to these RSUs and the Merger Consideration and (ii) 563 of these RSUs were assumed by Acquirer and converted into and became the right to receive, on the same terms and conditions as were applicable under such RSUs immediately prior to the Closing, a number of shares of Acquirer common stock equal to the number of shares of Issuer's Common Stock that were subject to such RSUs multiplied by an exchange ratio equal to the quotient obtained by dividing (a) the Merger Consideration by (b) the volume-weighted average of the trading prices of the shares of Acquirer common stock on the NYSE, for the ten trading days ending with, and including, November 4, 2016 ("Exchange Ratio").
- 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.
- 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, 37,812 shares of the Issuer's Common Stock subject to this option were cancelled and converted into the right to receive from the Acquirer an amount in cash equal to the product of the aggregate number of shares of the Issuer's Common Stock subject to this option and the Merger Consideration over the per share exercise price of this option; and 3438 shares of the Issuer's Common Stock subject to this option were assumed and converted into and became an option to acquire a number of shares of Acquirer common stock, on the same terms and conditions as were applicable under such option immediately prior to the Closing, equal to the number of shares of Issuer Common Stock subject to such option multiplied by the Exchange Ratio.