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 |
|
|||||||||||||||
|
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Celera CORP [ CRA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 05/17/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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) | |||
Code | V | Amount | (A) or (D) | Price |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Options (Right to Buy) | $39.45 | 05/17/2011 | D(1) | 6,500(1) | (1) | 06/21/2011 | Common Stock | 6,500 | $0.00 | 0 | D | ||||
Stock Options (Right to Buy) | $18.895 | 05/17/2011 | D(1) | 5,300(1) | (1) | 04/08/2012 | Common Stock | 5,300 | $0.00 | 0 | D | ||||
Stock Options (Right to Buy) | $10.155 | 05/17/2011 | D(1) | 29,000(1) | (1) | 06/02/2015 | Common Stock | 29,000 | $0.00 | 0 | D | ||||
Stock Options (Right to Buy) | $9.13 | 05/17/2011 | D(1) | 7,700(1) | (1) | 03/24/2013 | Common Stock | 7,700 | $0.00 | 0 | D | ||||
Stock Options (Right to Buy) | $10.785 | 05/17/2011 | D(1) | 8,000(1) | (1) | 06/17/2014 | Common Stock | 8,000 | $0.00 | 0 | D | ||||
Stock Options (Right to Buy) | $6.66 | 05/17/2011 | D(2) | 30,000(2) | (2) | 03/08/2020 | Common Stock | 30,000 | $1.34 | 0 | D | ||||
Stock Options (Right to Buy) | $6.185 | 05/17/2011 | D(3) | 24,000(3) | (3) | 08/12/2019 | Common Stock | 24,000 | $1.815 | 0 | D | ||||
Stock Options (Right to Buy) | $15.325 | 05/17/2011 | D(1) | 60,000(1) | (1) | 01/30/2017 | Common Stock | 60,000 | $0.00 | 0 | D |
Explanation of Responses: |
1. Celera Corporation (the "Issuer") entered into that certain Agreement and Plan of Merger, dated as of March 17, 2011, as amended, by and among the Quest Diagnostics Incorporated, Spark Acquisition Corporation (the "Purchaser") and the Issuer (the "Merger Agreement"), pursuant to which the Purchaser merged with and into the Issuer with the Issuer remaining as the surviving corporation (the "Merger"). These options to purchase common stock, par value $0.01, of the Issuer (the "Common Stock") vested on May 3, 2011 (the "Acceptance Time"), which is the date that a majority of the outstanding shares of the Issuer, as determined on a fully diluted basis, were accepted for payment by the Purchaser pursuant and subject to the terms described in the Offer to Purchase for Cash filed with the Securities and Exchange Commission on March 28, 2011 (the "Tender Offer") and the Merger Agreement. Such options were canceled at the effective time of the Merger on May 17, 2011 (the "Effective Time"). |
2. These options, which became fully vested at the Acceptance Time, were canceled at the Effective Time in exchange for a cash payment of $40,200.00, representing the number of shares of Common Stock underlying such options multiplied by $8.00, less the aggregate price of the options. |
3. These options, which became fully vested at the Acceptance Time, were canceled at the Effective Time in exchange for a cash payment of $43,560.00, representing the number of shares of Common Stock underlying such options multiplied by $8.00, less the aggregate price of the options. |
/s/ Scott Milsten, as Attorney-in-Fact for Stacey R. Sias | 05/18/2011 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |