SEC FORM 4

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^*

Yang Christina C

(Last)

(First)

(Middle)

GEN-PROBE INCORPORATED

10210 GENETIC CENTER DRIVE

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GEN PROBE INC [ GPRO ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior VP, Reg Affairs & Qual

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/01/2012		D		12,200⁽¹⁾	D	$82.75	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$54.09	08/01/2012		D			32,500	⁽²⁾	05/31/2014	Common Stock	32,500	$28.66⁽²⁾	0	D
Stock Option (Right to Buy)	$60.82	08/01/2012		D			10,000	⁽²⁾	08/15/2014	Common Stock	10,000	$21.93⁽²⁾	0	D
Stock Option (Right to Buy)	$60.15	08/01/2012		D			15,000	⁽²⁾	08/15/2015	Common Stock	15,000	$22.6⁽²⁾	0	D
Stock Option (Right to Buy)	$38.51	08/01/2012		D			10,791	⁽²⁾	08/17/2016	Common Stock	10,791	$44.24⁽²⁾	0	D
Stock Option (Right to Buy)	$42.66	08/01/2012		D			24,000	⁽²⁾	02/10/2017	Common Stock	24,000	$40.09⁽²⁾	0	D
Stock Option (Right to Buy)	$63.8	08/01/2012		D			20,998	⁽²⁾	02/10/2018	Common Stock	20,998	$18.95⁽²⁾	0	D
Stock Option (Right to Buy)	$69.22	08/01/2012		D			17,321	⁽³⁾	02/10/2019	Common Stock	17,321	⁽⁴⁾	0	D
Performance Stock Rights	$0	08/01/2012		D			2,386	⁽⁵⁾	02/10/2014	Common Stock	2,386	⁽⁵⁾	0	D
Performance Stock Rights	$0	08/01/2012		D			7,104	⁽⁶⁾	02/10/2015	Common Stock	7,104	⁽⁶⁾	0	D

Explanation of Responses:

1. The amount reported includes an aggregate of 211 shares of common stock acquired under the Registrant's Employee Stock Purchase Plan since the Reporting Person last filed a Form 4 with the Securities and Exchange Commission.

2. This stock option was canceled pursuant to the Agreement and Plan of Merger, dated as of April 29, 2012, by and among the Registrant, Hologic, Inc. ("Hologic"), and Gold Acquisition Corp. (the "Merger Agreement"), in exchange for a payment in cash, without interest and less the amount of any required tax withholding, equal to the product of: (i) the excess of $82.75 (the per share merger consideration pursuant to the Merger Agreement) over the exercise price of the stock option; and (ii) the number of shares of common stock of the Registrant underlying the stock option.

3. 25% of the shares subject to the stock option vest on February 10, 2013, and the remaining shares vest in equal monthly installments over the following three years.

4. Pursuant to the Merger Agreement, these options were assumed by Hologic and converted into options to acquire that number of shares of Hologic common stock which is equal to the number of shares of common stock of the Registrant subject to such options immediately prior to the merger multiplied by 4.51174963 with a per share exercise price equal to the quotient determined by dividing the per share exercise price of such options immediately prior to the merger by 4.51174963.

5. The performance stock rights were canceled pursuant to the Merger Agreement and converted into the right to receive a payment in cash, without interest and less the amount of any required tax withholding, equal to the product of: (i) $82.75 (the per share merger consideration pursuant to the Merger Agreement); and (ii) 3,579 (which amount equals 150% of the target number of shares of common stock of the Registrant underlying the performance stock rights).

6. The performance stock rights were canceled pursuant to the Merger Agreement and converted into the right to receive a payment in cash, without interest and less the amount of any required tax withholding, equal to the product of: (i) $82.75 (the per share merger consideration pursuant to the Merger Agreement); and (ii) 5,328 (which amount equals 150% of the target number of shares of common stock of the Registrant underlying the performance stock rights).

	/s/ Andrew S. Greenhalgh, Attorney-in-Fact	08/02/2012
	** Signature of Reporting Person	Date
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