SEC Form 4 · accession 0001209191-16-140394

SEQUENOM INC · SQNM

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

Reporting owner

Carolyn Beaver

Officer — SVP & CFO

Period of report

Sep 7, 2016

Accepted (ET)

Sep 7, 2016 · 4:25 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001076481

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Sep 7, 2016	U	116,990	—	D	0	D
Common Stock^F2	Sep 7, 2016	U	50,000	—	D	0	I	By Spouse

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Incentive Stock Option (right to buy)^F3	$1.59	Sep 7, 2016	D	59,139	D	—	Jan 25, 2026	Common Stock	59,139	D
Incentive Stock Option (right to buy)^F3	$2.27	Sep 7, 2016	D	36,000	D	—	Jan 31, 2024	Common Stock	36,000	D
Non-Qualified Stock Option (right to buy)^F3	$1.59	Sep 7, 2016	D	147,861	D	—	Jan 25, 2026	Common Stock	147,861	D
Restricted Stock Unit^F5,F4	—	Sep 7, 2016	D	1,713	D	—	—	Common Stock	1,713	D
Restricted Stock Unit^F5,F4	—	Sep 7, 2016	D	9,000	D	—	—	Common Stock	9,000	D
Restricted Stock Unit^F5,F4	—	Sep 7, 2016	D	7,000	D	—	—	Common Stock	7,000	D
Restricted Stock Unit^F5,F4	—	Sep 7, 2016	D	54,000	D	—	—	Common Stock	54,000	D
Restricted Stock Unit^F5,F4	—	Sep 7, 2016	D	155,000	D	—	—	Common Stock	155,000	D

Explanation of responses

F1Includes 9,423 shares acquired 7/29/16 pursuant to the Issuer's Employee Stock Purchase Plan.
F2Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated July 26, 2016, among the Issuer, Laboratory Corporation of America Holdings, a Delaware corporation ("Parent"), and Savoy Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser") in exchange for a cash consideration of $2.40 per share, without interest, subject to any required withholding of taxes. Pursuant to the Merger Agreement, the Purchaser merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger").
F3This option was cancelled in the Merger in exchange for a cash payment equal to $2.40 per share (without interest) minus the per share exercise price of the option. In connection with the Merger, vesting of the option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger.
F4Each restricted stock unit (the "RSUs") represents a contingent right to receive one share of the Issuer's Common Stock.
F5These RSUs were cancelled in the Merger and, in lieu of any issuance of shares in settlement of such vested RSUs, converted into the right to receive a cash payment equal to $2.40 per share (without interest). In connection with the Merger, vesting of the RSUs was accelerated and the RSUs became fully vested effective immediately prior to the effective time of the Merger.