SEC Form 4
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
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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*
BROWN JOHN W

(Last) (First) (Middle)
GEN-PROBE INCORPORATED
10210 GENETIC CENTER DRIVE

(Street)
SAN DIEGO CA 92121

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GEN PROBE INC [ GPRO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/01/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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
Common Stock 08/01/2012 D 13,623 D $82.75 0 D
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 Option (Right to Buy) $47.78 08/01/2012 D 20,000 (1) 12/22/2015 Common Stock 20,000 $34.97(1) 0 D
Stock Option (Right to Buy) $52.69 08/01/2012 D 10,000 (1) 05/18/2013 Common Stock 10,000 $30.06(1) 0 D
Stock Option (Right to Buy) $54.09 08/01/2012 D 10,000 (1) 05/31/2014 Common Stock 10,000 $28.66(1) 0 D
Stock Option (Right to Buy) $57.75 08/01/2012 D 7,500 (1) 05/15/2015 Common Stock 7,500 $25(1) 0 D
Stock Option (Right to Buy) $43.24 08/01/2012 D 7,500 (1) 05/14/2016 Common Stock 7,500 $39.51(1) 0 D
Stock Option (Right to Buy) $45.65 08/01/2012 D 7,500 (1) 05/13/2017 Common Stock 7,500 $37.1(1) 0 D
Stock Option (Right to Buy) $82.87 08/01/2012 D 7,500 (2) 05/19/2018 Common Stock 7,500 $0(2) 0 D
Explanation of Responses:
1. This stock option was canceled pursuant to the Agreement and Plan of Merger, dated as of April 29, 2012, by and among the Registrant, Hologic, Inc., and Gold Acquisition Corp. (the "Merger Agreement"), in exchange for a payment in cash, without interest and less the amount of any required tax withholding, equal to the product of: (i) the excess of $82.75 (the per share merger consideration pursuant to the Merger Agreement) over the exercise price of the option; and (ii) the number of shares of common stock of the Registrant underlying the stock option.
2. In accordance with the terms of the Merger Agreement, this stock option was canceled for no value because the exercise price of the stock option exceeded the per share merger consideration of $82.75.
/s/ Andrew S. Greenhalgh, Attorney-in-Fact 08/02/2012
** 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).
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