SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Fitzgerald Mike

(Last)

(First)

(Middle)

C/O CEPHEID

904 CARIBBEAN DRIVE

(Street)

SUNNYVALE

94089

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2014

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Global Human Resources

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,957	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-qualified stock option (right to buy)	⁽¹⁾	01/13/2019	Common Stock	56,000	$35.73	D
Non-qualified stock option (right to buy)	⁽¹⁾	04/24/2019	Common Stock	22,500	$35.72	D
Non-qualified stock option (right to buy)	⁽¹⁾	04/29/2020	Common Stock	33,750	$38.66	D
Restricted Stock Units	⁽²⁾	⁽²⁾	Common Stock	5,625	$0⁽³⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	1,563	$0⁽³⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	3,750	$0⁽³⁾	D

Explanation of Responses:

1. 25% of the shares subject to the grant vested and became exercisable on the one-year anniversary of the grant date, then 2.083% 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.

2. 625 shares will vest on January 14, 2014, and an additional 625 shares will vest each quarterly anniversary thereafter, until such time as the restricted stock units ("RSUs") are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting.

3. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

4. 156 shares will vest on January 24, 2014, and an additional 156 shares will vest each quarterly anniversary thereafter, except that 157 shares will vest on each of April 24, 2014, April 24, 2015, and April 24, 2016, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting.

5. 25% of the RSUs vest on the one-year anniversary of the grant date, then 6.25% of the RSUs vest each quarterly anniversary thereafter, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting.

Remarks:

	/s/ Mike Fitzgerald by Joseph H. Smith, Attorney-in-Fact	01/03/2014
	** 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 5 (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.