Robert J Easton Form 4 CEPHEID / ROBERT J EASTON ownership change

SEC Form 4

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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^*

EASTON ROBERT J

(Last) (First) (Middle)

C/O CEPHEID

904 CARIBBEAN DRIVE

(Street)

SUNNYVALE CA 94089

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CEPHEID [ CPHD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	11/04/2016		D		12,844(1)	D	(2)	0	D
Common Stock	11/04/2016		D		73,655	D	(2)	0	I	See Footnote(3)
Common Stock	11/04/2016		D		4,175	D	(2)	0	I	See Footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Non-Qualified Stock Option (Right to Buy)	$20.47	11/04/2016		D			9,375(5)	(6)	04/29/2017	Common Stock	9,375	$0.00	0	D
Non-Qualified Stock Option (Right to Buy)	$31.85	11/04/2016		D			9,375(5)	(6)	04/26/2018	Common Stock	9,375	$0.00	0	D
Non-Qualified Stock Option (Right to Buy)	$35.72	11/04/2016		D			7,800(5)	(6)	04/24/2019	Common Stock	7,800	$0.00	0	D
Non-Qualified Stock Option (Right to Buy)	$38.13	11/04/2016		D			7,800(5)	(6)	04/30/2020	Common Stock	7,800	$0.00	0	D
Non-Qualified Stock Option (Right to Buy)	$45.59	11/04/2016		D			16,300(5)	(6)	04/22/2021	Common Stock	16,300	$0.00	0	D
Non-Qualified Stock Option (Right to Buy)	$56.7	11/04/2016		D			16,300(7)	(6)	04/28/2022	Common Stock	16,300	$0.00	0	D
Non-Qualified Stock Option (Right to Buy)	$36.59	11/04/2016		D			16,300(8)	(6)	04/26/2023	Common Stock	16,300	$0.00	0	D

Explanation of Responses:

1. This number includes RSUs previously reported on Table I that at closing, were accelerated and converted into the right to receive $53 per share, without interest.

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 $53.00, without interest (the "Merger Consideration").

3. Shares are held by the Second Easton Family Charitable Trust of which the Reporting Person is the trustee.

4. Shares held by Joan Easton, the Reporting Person's spouse.

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. 100% of the shares subject to the grant vested and became exercisable on the one-year anniversary of the grant date.

7. Upon the Closing, this option was cancelled and ceased to exist without receiving any payment therefor.

8. Upon the Closing, 100% of this option's vesting was accelerated and converted into the right to receive an amount of cash equal to the number of shares outstanding under the option multiplied by $53.00 minus the exercise price.

Remarks:

	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.