0001209191-16-140414.txt : 20160907 0001209191-16-140414.hdr.sgml : 20160907 20160907164527 ACCESSION NUMBER: 0001209191-16-140414 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160907 FILED AS OF DATE: 20160907 DATE AS OF CHANGE: 20160907 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SEQUENOM INC CENTRAL INDEX KEY: 0001076481 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 770365889 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3595 JOHN HOPKINS COURT CITY: SAN DIEGO STATE: X1 ZIP: 92121 BUSINESS PHONE: 8582029000 MAIL ADDRESS: STREET 1: 3595 JOHN HOPKINS COURT CITY: SAN DIEGO STATE: X1 ZIP: 92121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VAN DEN BOOM DIRK CENTRAL INDEX KEY: 0001498278 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29101 FILM NUMBER: 161873865 MAIL ADDRESS: STREET 1: 3595 HOPKINS COURT CITY: SAN DIEGO STATE: CA ZIP: 92121 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-09-07 1 0001076481 SEQUENOM INC SQNM 0001498278 VAN DEN BOOM DIRK 3595 JOHN HOPKINS COURT SAN DIEGO CA 92121 1 1 0 0 President & CEO Common Stock 2016-09-07 4 U 0 175618 D 0 D Incentive Stock Option (right to buy) 1.33 2016-09-07 4 D 0 64315 D 2025-12-08 Common Stock 64315 0 D Incentive Stock Option (right to buy) 2.27 2016-09-07 4 D 0 29167 D 2024-01-31 Common Stock 29167 0 D Non-Qualified Stock Option (right to buy) 1.33 2016-09-07 4 D 0 894852 D 2025-12-08 Common Stock 894852 0 D Non-Qualified Stock Option (right to buy) 2.27 2016-09-07 4 D 0 70833 D 2024-01-31 Common Stock 70833 0 D Restricted Stock Unit 2016-09-07 4 D 0 9375 D Common Stock 9375 0 D Restricted Stock Unit 2016-09-07 4 D 0 25000 D Common Stock 25000 0 D Restricted Stock Unit 2016-09-07 4 D 0 8250 D Common Stock 8250 0 D Restricted Stock Unit 2016-09-07 4 D 0 60000 D Common Stock 60000 0 D Restricted Stock Unit 2016-09-07 4 D 0 751880 D Common Stock 751880 0 D Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated July 26, 2016, among the Issuer, Laboratory Corporation of America Holdings, a Delaware corporation ("Parent"), and Savoy Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser") in exchange for a cash consideration of $2.40 per share, without interest, subject to any required withholding of taxes. Pursuant to the Merger Agreement, the Purchaser merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). This option was cancelled in the Merger in exchange for a cash payment equal to $2.40 per share (without interest) minus the per share exercise price of the option. In connection with the Merger, vesting of the option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger. Each restricted stock unit (the "RSUs") represents a contingent right to receive one share of the Issuer's Common Stock. These RSUs were cancelled in the Merger and, in lieu of any issuance of shares in settlement of such vested RSUs, converted into the right to receive a cash payment equal to $2.40 per share (without interest). In connection with the Merger, vesting of the RSUs was accelerated and the RSUs became fully vested effective immediately prior to the effective time of the Merger. /s/ Jeffrey D. Linton, as attorney-in-fact For: Dirk van den Boom 2016-09-07