| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CEPHEID [ CPHD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/04/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 11/07/2016 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 10/31/2016 | G | 200 | D | $52.9 | 30,750 | D | |||
| Common Stock | 11/04/2016 | D | 30,750(1) | D | (2) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Unit | $0.00 | 11/04/2016 | D | 25,250(3) | (4) | (4) | Common Stock | 25,250 | $0.00 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $18.53 | 11/04/2016 | D | 35,000(5) | (6) | 10/01/2017 | Common Stock | 35,000 | $0.00 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $31.485 | 11/04/2016 | D | 10,500(5) | (6) | 04/25/2018 | Common Stock | 10,500 | $0.00 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $38.41 | 11/04/2016 | D | 15,000(5) | (6) | 04/30/2019 | Common Stock | 15,000 | $0.00 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $38.66 | 11/04/2016 | D | 15,000(5) | (6) | 04/29/2020 | Common Stock | 15,000 | $0.00 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $45.84 | 11/04/2016 | D | 15,000(7) | (6) | 04/21/2021 | Common Stock | 15,000 | $0.00 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $56.06 | 11/04/2016 | D | 12,750(8) | (6) | 05/07/2022 | Common Stock | 12,750 | $0.00 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $36.53 | 11/04/2016 | D | 67,500(9) | (6) | 01/01/2023 | Common Stock | 67,500 | $0.00 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $35.94 | 11/04/2016 | D | 50,500(10) | (6) | 04/25/2023 | Common Stock | 50,500 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Upon the Closing, (i) 10,816 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) 13,609 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"). |
| 2. On 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"). |
| 3. Upon 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. |
| 4. The 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. |
| 5. Upon 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. |
| 6. 25% 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. |
| 7. Upon the Closing, 13,750 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 1250 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. |
| 8. Upon the Closing, this option was cancelled and ceased to exist without receiving any payment therefor. |
| 9. Upon the Closing, 32,343 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 35,157 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. |
| 10. Upon 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. |
| Remarks: |
| /s/ Jacobin Zorin, Attorney-In-Fact | 11/07/2016 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
