SEC Form 4 · accession 0001209191-16-148761

CEPHEID · CPHD

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

Reporting owner

Dan Madden

Officer — EVP, Chief Financial Officer

Period of report

Nov 4, 2016

Accepted (ET)

Nov 7, 2016 · 7:43 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^F1,F2	Nov 4, 2016	D	9,748	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Performance Stock Unit^F3,F4	$0.00	Nov 4, 2016	D	25,250	D	—	—	Common Stock	25,250	D
Employee Stock Option (Right to Buy)^F5,F6	$44.64	Nov 4, 2016	D	18,000	D	—	Jun 9, 2021	Common Stock	18,000	D
Employee Stock Option (Right to Buy)^F7,F6	$56.06	Nov 4, 2016	D	16,500	D	—	May 7, 2022	Common Stock	16,500	D
Employee Stock Option (Right to Buy)^F8,F6	$50.51	Nov 4, 2016	D	45,000	D	—	Aug 13, 2022	Common Stock	45,000	D
Employee Stock Option (Right to Buy)^F9,F6	$35.94	Nov 4, 2016	D	50,500	D	—	Apr 25, 2023	Common Stock	50,500	D

Explanation of responses

F1Upon the Closing, (i) 3274 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) 3914 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").
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, 15,750 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 2250 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.
F625% 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.
F7Upon the Closing, this option was cancelled and ceased to exist without receiving any payment therefor.
F8Upon the Closing, 26,250 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 18,750 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.
F9Upon the Closing, 21,041 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 29,459 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.