0001209191-16-148752.txt : 20161107
0001209191-16-148752.hdr.sgml : 20161107
20161107193832
ACCESSION NUMBER: 0001209191-16-148752
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161104
FILED AS OF DATE: 20161107
DATE AS OF CHANGE: 20161107
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CEPHEID
CENTRAL INDEX KEY: 0001037760
STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826]
IRS NUMBER: 770441625
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 904 CARIBBEAN DRIVE
CITY: SUNNYVALE
STATE: CA
ZIP: 94089
BUSINESS PHONE: 4085414191
MAIL ADDRESS:
STREET 1: 904 CARIBBEAN DRIVE
CITY: SUNNYVALE
STATE: CA
ZIP: 94089
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BISHOP JOHN L
CENTRAL INDEX KEY: 0001189846
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-30755
FILM NUMBER: 161979710
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-11-04
1
0001037760
CEPHEID
CPHD
0001189846
BISHOP JOHN L
C/O CEPHEID
904 CARIBBEAN DRIVE
SUNNYVALE
CA
94089
1
1
0
0
Chairman of the Board and CEO
Common Stock
2016-11-04
4
D
0
83092
D
0
D
Restricted Stock Units
0.00
2016-11-04
4
D
0
9751
0.00
D
Common Stock
9751
0
D
Performance Stock Unit
0.00
2016-11-04
4
D
0
75000
0.00
D
Common Stock
75000
0
D
Employee Stock Option (Right to Buy)
20.47
2016-11-04
4
D
0
175000
0.00
D
2017-04-29
Common Stock
175000
0
D
Employee Stock Option (Right to Buy)
31.485
2016-11-04
4
D
0
180000
0.00
D
2018-04-25
Common Stock
180000
0
D
Employee Stock Option (Right to Buy)
35.72
2016-11-04
4
D
0
153750
0.00
D
2019-04-24
Common Stock
153750
0
D
Employee Stock Option (Right to Buy)
38.66
2016-11-04
4
D
0
176250
0.00
D
2020-04-29
Common Stock
176250
0
D
Employee Stock Option (Right to Buy)
45.84
2016-11-04
4
D
0
176250
0.00
D
2021-04-21
Common Stock
176250
0
D
Employee Stock Option (Right to Buy)
56.88
2016-11-04
4
D
0
205000
0.00
D
2022-04-27
Common Stock
205000
0
D
Employee Stock Option (Right to Buy)
35.94
2016-11-04
4
D
0
150000
0.00
D
2023-04-25
Common Stock
150000
0
D
This number includes RSUs previously reported on Table I that at closing, were accelerated and converted into the right to receive $53 per share, without interest.
On September 2, 2016, the Issuer entered into an Agreement and Plan of Merger ("Merger Agreement") with Danaher Corporation, a Delaware corporation (the "Acquirer"), and Copper Merger Sub, Inc., a California corporation and a wholly-owned subsidiary of the Acquirer. Upon the closing of the transactions contemplated by the Merger Agreement on November 4, 2016 (the "Closing"), each of the Reporting Person's shares of the Issuer's Common Stock was cancelled and converted into the right to receive $53 in cash, without interest (the "Merger Consideration").
Upon the Closing, 100% of the Reporting Person's unvested RSUs were accelerated and converted into the right to receive $53.00 per share, without interest.
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.
Upon the Closing, 100% of the Reporting Person's unvested PSUs were accelerated and converted into the right to receive $53.00 per share, without interest.
The performance stock units will vest and be settled in shares of common stock based on the level of achievement of certain performance factors related to the company's revenue growth and operating margin over the three year performance period from January 1, 2016 to December 31, 2018. Depending on the level of performance, the number of shares of common stock delivered upon settlement can range from 0% to 125% of the target number represented above.
Upon the Closing, 100% of these options were cancelled and converted into the right to receive an amount of cash equal to the number of shares outstanding under this option multiplied by $53 minus the option exercise price.
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.
Upon the Closing, this option was cancelled and ceased to exist without receiving any payment therefor.
/s/ Jacobin Zorin, Attorney-In-Fact
2016-11-07