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