SEC Form 4 · accession 0001209191-16-148763

CEPHEID · CPHD

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

Reporting owner

Mike Fitzgerald

Officer — EVP, Global Human Resources

Period of report

Nov 4, 2016

Accepted (ET)

Nov 7, 2016 · 7:44 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	18,472	—	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
Restricted Stock Units^F5,F6	$0.00	Nov 4, 2016	D	3,407	D	—	—	Common Stock	3,407	D
Employee Stock Option (Right to Buy)^F7,F8	$35.73	Nov 4, 2016	D	56,000	D	—	Jan 13, 2019	Common Stock	56,000	D
Employee Stock Option (Right to Buy)^F7,F8	$35.72	Nov 4, 2016	D	22,500	D	—	Apr 24, 2019	Common Stock	22,500	D
Employee Stock Option (Right to Buy)^F7,F8	$38.66	Nov 4, 2016	D	33,750	D	—	Apr 29, 2020	Common Stock	33,750	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	D
Employee Stock Option (Right to Buy)^F10,F8	$56.88	Nov 4, 2016	D	33,750	D	—	Apr 27, 2022	Common Stock	33,750	D
Employee Stock Option (Right to Buy)^F11,F8	$46.672	Nov 4, 2016	D	40,000	D	—	Jan 1, 2021	Common Stock	40,000	D
Employee Stock Option (Right to Buy)^F12,F8	$35.94	Nov 4, 2016	D	50,500	D	—	Apr 25, 2023	Common Stock	50,500	D

Explanation of responses

F1Upon the Closing, (i) 938 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) 1406 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, 39,166 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 834 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.
F12Upon 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.
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) 2594 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) 813 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.