0001209191-16-148757.txt : 20161107 0001209191-16-148757.hdr.sgml : 20161107 20161107194107 ACCESSION NUMBER: 0001209191-16-148757 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: EASTON ROBERT J CENTRAL INDEX KEY: 0001189844 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30755 FILM NUMBER: 161979718 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-11-04 1 0001037760 CEPHEID CPHD 0001189844 EASTON ROBERT J C/O CEPHEID 904 CARIBBEAN DRIVE SUNNYVALE CA 94089 1 0 0 0 Common Stock 2016-11-04 4 D 0 12844 D 0 D Common Stock 2016-11-04 4 D 0 73655 D 0 I See Footnote Common Stock 2016-11-04 4 D 0 4175 D 0 I See Footnote Non-Qualified Stock Option (Right to Buy) 20.47 2016-11-04 4 D 0 9375 0.00 D 2017-04-29 Common Stock 9375 0 D Non-Qualified Stock Option (Right to Buy) 31.85 2016-11-04 4 D 0 9375 0.00 D 2018-04-26 Common Stock 9375 0 D Non-Qualified Stock Option (Right to Buy) 35.72 2016-11-04 4 D 0 7800 0.00 D 2019-04-24 Common Stock 7800 0 D Non-Qualified Stock Option (Right to Buy) 38.13 2016-11-04 4 D 0 7800 0.00 D 2020-04-30 Common Stock 7800 0 D Non-Qualified Stock Option (Right to Buy) 45.59 2016-11-04 4 D 0 16300 0.00 D 2021-04-22 Common Stock 16300 0 D Non-Qualified Stock Option (Right to Buy) 56.70 2016-11-04 4 D 0 16300 0.00 D 2022-04-28 Common Stock 16300 0 D Non-Qualified Stock Option (Right to Buy) 36.59 2016-11-04 4 D 0 16300 0.00 D 2023-04-26 Common Stock 16300 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 $53.00, without interest (the "Merger Consideration"). Shares are held by the Second Easton Family Charitable Trust of which the Reporting Person is the trustee. Shares held by Joan Easton, the Reporting Person's spouse. 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. 100% of the shares subject to the grant vested and became exercisable on the one-year anniversary of the grant date. Upon the Closing, this option was cancelled and ceased to exist without receiving any payment therefor. Upon the Closing, 100% of this option's vesting was accelerated and converted into the right to receive an amount of cash equal to the number of shares outstanding under the option multiplied by $53.00 minus the exercise price. Jacobin Zorin, Attorney-In-Fact 2016-11-07