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*
FLOM KERRY

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Regulatory Affairs
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2015
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 08/07/2015 M(1) 4,267 A $31.485 7,048(2) D
Common Stock 08/07/2015 M(1) 4,220 A $35.72 11,315 D
Common Stock 08/07/2015 M(1) 29,531 A $38.66 15,535 D
Common Stock 08/07/2015 M(1) 12,890 A $45.84 45,066 D
Common Stock 08/07/2015 M(1) 9,584 A $35.48 57,956 D
Common Stock 08/07/2015 S(1) 54,008 D $51.0998(3) 67,540 D
Common Stock 08/07/2015 S(1) 11,330 D $51.8498(3) 2,202 D
Common Stock 08/11/2015 S(1) 2,202 D $51.39(3) 0 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) $31.485 08/07/2015 M(1) 4,267 (4) 04/25/2018 Common Stock 4,267 $0.00 0 D
Non-qualified Stock Option (Right to Buy) $35.72 08/07/2015 M(1) 4,220 (4) 04/24/2019 Common Stock 4,220 $0.00 4,219 D
Non-qualified Stock Option (Right to Buy) $38.66 08/07/2015 M(1) 29,531 (4) 04/29/2020 Common Stock 29,531 $0.00 22,969 D
Non-qualified Stock Option (Right to Buy) $45.84 08/07/2015 M(1) 12,890 (4) 04/21/2021 Common Stock 12,890 $0.00 28,360 D
Non-qualified Stock Option (Right to Buy) $35.48 08/07/2015 M(1) 9,584 (5) 01/02/2020 Common Stock 9,584 $0.00 4,792 D
Explanation of Responses:
1. The transactions reported on this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person.
2. The total reflects 30,000 RSUs granted on April 27, 2015 rescinded pursuant to an agreement between the Issuer and Reporting Person.
3. The sales price reported is the weighted average sale price for the number of shares sold. Full information regarding the number of shares sold at each separate price will be supplied upon request by the Securities & Exchange Commission staff, the Issuer or a security holder of the Issuer.
4. 25% of the shares subject to the grant vest and become exercisable on the one-year anniversary of the grant date, then 2.0833% 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.
5. 1/3 of the shares subject to the grant vest and become exercisable on the first anniversary of the grant date then 1/36th 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.
Remarks:
/s/ Jacobin Zorin, Attorney-In-Fact 08/11/2015
** 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.