0000899243-22-020491.txt : 20220601
0000899243-22-020491.hdr.sgml : 20220601
20220601173635
ACCESSION NUMBER: 0000899243-22-020491
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220527
FILED AS OF DATE: 20220601
DATE AS OF CHANGE: 20220601
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hodges Michelle A.
CENTRAL INDEX KEY: 0001833942
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41409
FILM NUMBER: 22988485
MAIL ADDRESS:
STREET 1: 9975 SUMMERS RIDGE ROAD
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: QuidelOrtho Corp
CENTRAL INDEX KEY: 0001906324
STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 9975 SUMMERS RIDGE ROAD
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
BUSINESS PHONE: (858) 552-1100
MAIL ADDRESS:
STREET 1: 9975 SUMMERS RIDGE ROAD
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
FORMER COMPANY:
FORMER CONFORMED NAME: Coronado Topco, Inc.
DATE OF NAME CHANGE: 20220124
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-05-27
0
0001906324
QuidelOrtho Corp
QDEL
0001833942
Hodges Michelle A.
9975 SUMMERS RIDGE ROAD
SAN DIEGO
CA
92121
0
1
0
0
SVP, General Counsel
Common Stock
2022-05-27
4
A
0
708
A
708
D
Non-Qualified Stock Options
188.95
2022-05-27
4
A
0
2105
0.00
A
2030-12-01
Common Stock
2105
2105
D
Non-Qualified Stock Options
254.00
2022-05-27
4
A
0
1892
0.00
A
2031-02-01
Common Stock
1892
1892
D
Non-Qualified Stock Options
103.36
2022-05-27
4
A
0
6438
0.00
A
2032-01-31
Common Stock
6438
6438
D
Restricted Stock Units
2022-05-27
4
A
0
714
0.00
A
Common Stock
714
714
D
Restricted Stock Units
2022-05-27
4
A
0
1420
0.00
A
Common Stock
1420
1420
D
Restricted Stock Units
2022-05-27
4
A
0
1260
0.00
A
Common Stock
1260
1260
D
Restricted Stock Units
2022-05-27
4
A
0
1559
0.00
A
Common Stock
1559
1559
D
Restricted Stock Units
2022-05-27
4
A
0
11910
0.00
A
Common Stock
11910
11910
D
Restricted Stock Units
2022-05-27
4
A
0
6439
0.00
A
Common Stock
6439
6439
D
Restricted Stock Units
2022-05-27
4
A
0
7256
0.00
A
Common Stock
7256
7256
D
Restricted Stock Units
2022-05-27
4
A
0
1020
0.00
A
Common Stock
1020
1020
D
Restricted Stock Units
2022-05-27
4
A
0
204
0.00
A
Common Stock
204
204
D
Pursuant to the Business Combination Agreement, dated as of December 22, 2021 (the "Business Combination Agreement") by and among Quidel Corporation ("Quidel"), Ortho Clinical Diagnostics Holdings plc, QuidelOrtho Corporation ("QuidelOrtho"), Orca Holdco, Inc., Laguna Merger Sub, Inc. and Orca Holdco 2, Inc., each share of common stock of Quidel beneficially owned by the Reporting Person at the effective time of the transaction contemplated by the Business Combination Agreement was exchanged for one share of common stock of QuidelOrtho.
Pursuant to the Business Combination Agreement, the Quidel Non-Qualified Stock Options were converted into an equal number of Non-Qualified Stock Options to purchase shares of common stock of QuidelOrtho on the same terms and conditions (including applicable vesting conditions).
1,052 shares will vest on December 1, 2022; 526 shares will vest on December 1, 2023; and 527 shares will vest on December 1, 2024.
473 shares are vested in full; the remaining 1,419 shares will vest in equal installments on February 1, 2023, February 1, 2024 and February 1, 2025.
1,609 shares will vest on each of January 31, 2023 and January 31, 2024; 1,610 shares will vest on each of January 31, 2025 and January 31, 2026.
Each restricted stock unit represents the right to receive one share of QuidelOrtho common stock.
Pursuant to the Business Combination Agreement, the Quidel restricted stock units were converted into an equal number of restricted stock units representing the right to receive shares of common stock of QuidelOrtho on the same terms and conditions (including applicable vesting conditions).
714 shares will vest in equal installments on December 1, 2022, December 1, 2023 and December 1, 2024.
473 shares will vest on each of February 1, 2023 and February 1, 2024; 474 shares will vest on February 1, 2025.
1,260 shares will vest in equal installments on May 25, 2023, May 25, 2024 and May 25, 2025.
389 shares will vest on October 15, 2022; the remaining 1,170 shares will vest in equal installments on October 15, 2023, October 15, 2024 and October 15, 2025.
11,910 shares will vest in equal installments on November 8, 2022, November 8, 2023 and November 8, 2024.
1,609 shares will vest on January 31, 2023; the remaining 4,830 shares will vest in equal installments on January 31, 2024, January 31, 2025 and January 31, 2026.
3,628 shares will vest on January 31, 2024; the remaining 3,628 shares will vest in equal installments on January 31, 2025 and January 31, 2026.
Release of restricted stock units was deferred pursuant to QuidelOrtho's deferred compensation program applicable to participating employees and will occur according to the elected deferral schedule.
204 shares will vest on January 31, 2023.
/s/ Phillip S. Askim, attorney-in-fact for Michelle A. Hodges
2022-06-01