| 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 QuidelOrtho Corp [ QDEL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/27/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 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 | 05/27/2022 | A(1) | 34,554 | A | (1) | 34,554(2) | 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 | ||||||||
| Stock Options | $119.06 | 05/27/2022 | A(3) | 207,984 | (4) | 12/20/2029 | Common Stock | 207,984 | $0.00 | 207,984 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Business Combination Agreement, dated as of December 22, 2021 (the "Business Combination Agreement") by and among Quidel Corporation, Ortho Clinical Diagnostics Holdings plc ("Ortho"), QuidelOrtho Corporation ("QuidelOrtho"), Orca Holdco, Inc., Laguna Merger Sub, Inc. and Orca Holdco 2, Inc., each ordinary share of Ortho beneficially owned by the Reporting Person at the effective time of the transaction contemplated by the Business Combination Agreement was exchanged for (i) 0.1055 shares of common stock of QuidelOrtho and (ii) $7.14 in cash. |
| 2. Includes 29,418 restricted stock awards, of which 2,101 shares will vest on July 28, 2022, 8,404 shares will vest on September 9, 2022, 2,100 shares will vest on February 28, 2023 and 8,406 shares will vest on May 27, 2023. |
| 3. Pursuant to the Business Combination Agreement, each Ortho stock option was converted into an equal number of Stock Options to purchase shares of common stock of QuidelOrtho on the same terms and conditions (including applicable vesting conditions), except as adjusted by the Business Combination Agreement. |
| 4. Vested in full. |
| Remarks: |
| /s/ Phillip S. Askim, attorney-in-fact for Christopher M. Smith | 06/01/2022 | |
| ** 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. | ||
