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