| 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 QUIDEL CORP /DE/ [ 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 | D(1) | 15,486 | D | (1) | 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 | ||||||||
| Non-Qualified Stock Options | $22.21 | 05/27/2022 | D(2) | 3,194 | (3) | 02/25/2023 | Common Stock | 3,194 | $0.00 | 0 | D | ||||
| Non-Qualified Stock Options | $27.57 | 05/27/2022 | D(2) | 6,360 | (3) | 02/24/2024 | Common Stock | 6,360 | $0.00 | 0 | D | ||||
| Non-Qualified Stock Options | $23.41 | 05/27/2022 | D(2) | 3,910 | (3) | 02/05/2025 | Common Stock | 3,910 | $0.00 | 0 | D | ||||
| Non-Qualified Stock Options | $15.4 | 05/27/2022 | D(2) | 1,954 | (3) | 02/10/2026 | Common Stock | 1,954 | $0.00 | 0 | D | ||||
| Non-Qualified Stock Options | $21.08 | 05/27/2022 | D(2) | 1,349 | (3) | 02/15/2027 | Common Stock | 1,349 | $0.00 | 0 | D | ||||
| Non-Qualified Stock Options | $46.41 | 05/27/2022 | D(2) | 3,455 | (3) | 01/16/2028 | Common Stock | 3,455 | $0.00 | 0 | D | ||||
| Non-Qualified Stock Options | $59.12 | 05/27/2022 | D(2) | 3,020 | (4) | 02/04/2029 | Common Stock | 3,020 | $0.00 | 0 | D | ||||
| Non-Qualified Stock Options | $77.16 | 05/27/2022 | D(2) | 2,372 | (5) | 02/03/2030 | Common Stock | 2,372 | $0.00 | 0 | D | ||||
| Non-Qualified Stock Options | $228.21 | 05/27/2022 | D(2) | 1,906 | (6) | 08/24/2030 | Common Stock | 1,906 | $0.00 | 0 | D | ||||
| Non-Qualified Stock Options | $254 | 05/27/2022 | D(2) | 1,892 | (7) | 02/01/2031 | Common Stock | 1,892 | $0.00 | 0 | D | ||||
| Non-Qualified Stock Options | $103.36 | 05/27/2022 | D(2) | 4,957 | (8) | 01/31/2032 | Common Stock | 4,957 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (9) | 05/27/2022 | D(10) | 1,510 | (11) | (11) | Common Stock | 1,510 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (9) | 05/27/2022 | D(10) | 1,186 | (12) | (12) | Common Stock | 1,186 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (9) | 05/27/2022 | D(10) | 591 | (13) | (13) | Common Stock | 591 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (9) | 05/27/2022 | D(10) | 1,420 | (14) | (14) | Common Stock | 1,420 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (9) | 05/27/2022 | D(10) | 4,958 | (15) | (15) | Common Stock | 4,958 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (9) | 05/27/2022 | D(10) | 3,386 | (16) | (16) | Common Stock | 3,386 | $0.00 | 0 | 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 ("Quidel"), Ortho Clinical Diagnostics Holdings plc, QuidelOrtho Corporation ("QuidelOrtho"), Orca Holdco, Inc., Laguna Merger Sub, Inc. and Orca Holdco 2, Inc., each share of common stock of Quidel beneficially owned by the Reporting Person at the effective time of the transaction contemplated by the Business Combination Agreement will be exchanged for one share of common stock of QuidelOrtho. |
| 2. Pursuant to the Business Combination Agreement, the Quidel Non-Qualified Stock Options will be converted into an equal number of Non-Qualified Stock Options to purchase shares of common stock of QuidelOrtho on the same terms and conditions (including applicable vesting conditions). |
| 3. Vested in full. |
| 4. 2,265 shares are vested in full; 755 shares will vest on February 4, 2023. |
| 5. 1,186 shares are vested in full; the remaining 1,186 shares will vest in equal installments on February 3, 2023 and February 3, 2024. |
| 6. 476 shares are vested in full; 476 shares will vest on August 24, 2022; the remaining 954 shares will vest in equal installments on August 24, 2023 and August 24, 2024. |
| 7. 473 shares are vested in full; the remaining 1,419 shares will vest in equal installments on February 1, 2023, February 1, 2024 and February 1, 2025. |
| 8. 1,239 shares will vest on each of January 31, 2023, January 31, 2024 and January 31, 2025;1,240 shares will vest on January 31, 2026. |
| 9. Each restricted stock unit represents the right to receive one share of Quidel common stock. |
| 10. Pursuant to the Business Combination Agreement, the Quidel restricted stock units will be converted into an equal number of restricted stock units representing the right to receive shares of common stock of QuidelOrtho on the same terms and conditions (including applicable vesting conditions). |
| 11. 1,510 shares will vest on February 4, 2023. |
| 12. 1,186 shares will vest in equal installments on February 3, 2023 and February 3, 2024. |
| 13. 591 shares will vest in equal installments on August 24, 2022, August 24, 2023 and August 24, 2024. |
| 14. 473 shares will vest on each of February 1, 2023 and February 1, 2024; 474 shares will vest on February 1, 2025. |
| 15. 1,239 shares will vest on each of January 31, 2023 and January 31, 2024; 1,240 shares will vest on each of January 31, 2025 and January 31, 2026. |
| 16. 1,693 shares will vest on January 31, 2024; 846 shares will vest on January 31, 2025; and 847 shares will vest on January 31, 2026. |
| Remarks: |
| /s/ Phillip S. Askim, attorney-in-fact for Tamara A. Ranalli | 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. | ||
