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
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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*
BISHOP JOHN L

(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
X Officer (give title below) Other (specify below)
Chairman of the Board and CEO
3. Date of Earliest Transaction (Month/Day/Year)
04/23/2014
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 04/23/2014 M 40,969 A $11.94 80,819 D
Common Stock 04/23/2014 S 40,969 (1) D $45.0588 (2) 39,850 D
Common Stock 04/24/2014 M 36,907 A $11.94 76,757 D
Common Stock 04/24/2014 S 6,907 (1) D $44.6161 (3) 69,850 D
Common Stock 04/24/2014 S 30,000 (1) D $43.367 (4) 39,850 D
Common Stock 04/24/2014 M (5) 1,063 A $0 40,913 D
Common Stock 04/24/2014 F (6) 555 D $43.55 40,358 D
Common Stock 04/25/2014 M (7) 1,563 A $0 41,921 D
Common Stock 04/25/2014 F (6) 816 D $42.02 41,105 D
Common Stock 04/25/2014 M 29,775 A $11.94 70,880 D
Common Stock 04/25/2014 S 21,137 (1) D $43.0896 (8) 49,743 D
Common Stock 04/25/2014 S 8,638 (1) D $42.0108 (9) 41,105 D
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) $11.94 04/23/2014 M 40,969 (10) 04/25/2014 Common Stock 40,969 $0 66,682 D
Non-Qualified Stock Option (right to buy) $11.94 04/24/2014 M 36,907 (10) 04/25/2014 Common Stock 36,907 $0 29,775 D
Restricted Stock Units $0 (11) 04/24/2014 M (5) 1,063 (12) (12) Common Stock 1,063 $0 8,500 D
Restricted Stock Units $0 (11) 04/25/2014 M (7) 1,563 (12) (12) Common Stock 1,563 $0 6,250 D
Non-Qualified Stock Option (right to buy) $11.94 04/25/2014 M 29,775 (10) 04/25/2014 Common Stock 29,775 $0 0 D
Explanation of Responses:
1. Represents the aggregate of sales effected on the same day at different prices.
2. Represents the weighted average sales price per share. The shares sold at prices ranging from $45.00 to $45.655 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
3. Represents the weighted average sales price per share. The shares sold at prices ranging from $44.58 to $44.84 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
4. Represents the weighted average sales price per share. The shares sold at prices ranging from $43.28 to $43.42 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
5. Vesting of restricted stock units ("RSUs") granted to the Reporting Person on April 24, 2012.
6. Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of on this line were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs.
7. Vesting of RSUs granted to the Reporting Person on April 25, 2011.
8. Represents the weighted average sales price per share. The shares sold at prices ranging from $43.00 to $43.39 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
9. Represents the weighted average sales price per share. The shares sold at prices ranging from $41.82 to $42.16 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
10. The stock option grant is 100% vested and immediately exercisable.
11. Each RSU represents a contingent right to receive one share of the Issuer's common stock.
12. 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/ John L. Bishop by Joseph H. Smith, Attorney-in-Fact 04/25/2014
** 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 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).
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