0001209191-16-148753.txt : 20161107 0001209191-16-148753.hdr.sgml : 20161107 20161107193902 ACCESSION NUMBER: 0001209191-16-148753 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161104 FILED AS OF DATE: 20161107 DATE AS OF CHANGE: 20161107 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CEPHEID CENTRAL INDEX KEY: 0001037760 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 770441625 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 904 CARIBBEAN DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4085414191 MAIL ADDRESS: STREET 1: 904 CARIBBEAN DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Farrell Peter V. CENTRAL INDEX KEY: 0001610438 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30755 FILM NUMBER: 161979711 MAIL ADDRESS: STREET 1: C/O CEPHEID STREET 2: 904 CARIBBEAN DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-11-04 1 0001037760 CEPHEID CPHD 0001610438 Farrell Peter V. C/O CEPHEID 904 CARIBBEAN DRIVE SUNNYVALE CA 94089 0 1 0 0 EVP, Worldwide Commercial Ops Common Stock 2016-11-04 4 D 0 18957 D 0 D Performance Stock Unit 0.00 2016-11-04 4 D 0 25250 0.00 D Common Stock 25250 0 D Employee Stock Option (Right to Buy) 46.43 2016-11-04 4 D 0 100000 0.00 D 2021-06-09 Common Stock 100000 0 D Employee Stock Option (Right to Buy) 56.88 2016-11-04 4 D 0 22500 0.00 D 2022-04-27 Common Stock 22500 0 D Employee Stock Option (Right to Buy) 35.94 2016-11-04 4 D 0 50500 0.00 D 2023-04-25 Common Stock 50500 0 D Upon the Closing, (i) 7533 of these restricted stock units ("RSUs") were cancelled and converted into the right to receive from the Acquirer an amount in cash equal to the product of the aggregate number of shares of the Issuer's Common Stock subject to these RSUs and the Merger Consideration and (ii) 6577 of these RSUs were assumed by Acquirer and converted into and became the right to receive, on the same terms and conditions as were applicable under such RSUs immediately prior to the Closing, a number of shares of Acquirer common stock equal to the number of shares of Issuer's Common Stock that were subject to such RSUs multiplied by an exchange ratio equal to the quotient obtained by dividing (a) the Merger Consideration by (b) the volume-weighted average of the trading prices of the shares of Acquirer common stock on the NYSE, for the ten trading days ending with, and including, November 4, 2016 ("Exchange Ratio"). On September 2, 2016, the Issuer entered into an Agreement and Plan of Merger ("Merger Agreement") with Danaher Corporation, a Delaware corporation (the "Acquirer"), and Copper Merger Sub, Inc., a California corporation and a wholly-owned subsidiary of the Acquirer. Upon the closing of the transactions contemplated by the Merger Agreement on November 4, 2016 (the "Closing"), each of the Reporting Person's shares of the Issuer's Common Stock was cancelled and converted into the right to receive $53 in cash, without interest (the "Merger Consideration"). Upon the Closing, 100% of the Reporting Person's unvested PSUs were accelerated and converted into the right to receive $53.00 per share, without interest. The performance stock units will vest and be settled in shares of common stock based on the level of achievement of certain performance factors related to the company's revenue growth and operating margin over the three year performance period from January 1, 2016 to December 31, 2018. Depending on the level of performance, the number of shares of common stock delivered upon settlement can range from 0% to 125% of the target number represented above. Upon the Closing, 87,500 shares of the Issuer's Common Stock subject to this option were cancelled and converted into the right to receive from the Acquirer an amount in cash equal to the product of the aggregate number of shares of the Issuer's Common Stock subject to this option and the Merger Consideration over the per share exercise price of this option; and 12,500 shares of the Issuer's Common Stock subject to this option were assumed and converted into and became an option to acquire a number of shares of Acquirer common stock, on the same terms and conditions as were applicable under such option immediately prior to the Closing, equal to the number of shares of Issuer Common Stock subject to such option multiplied by the Exchange Ratio. 25% of the shares subject to the grant vest and become exercisable on the one-year anniversary of the grant date, then 2.0833% of the shares subject to the grant vest and become exercisable each month thereafter, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Upon the Closing, this option was cancelled and ceased to exist without receiving any payment therefor. Upon the Closing, 21,041 shares of the Issuer's Common Stock subject to this option were cancelled and converted into the right to receive from the Acquirer an amount in cash equal to the product of the aggregate number of shares of the Issuer's Common Stock subject to this option and the Merger Consideration over the per share exercise price of this option; and 29,459 shares of the Issuer's Common Stock subject to this option were assumed and converted into and became an option to acquire a number of shares of Acquirer common stock, on the same terms and conditions as were applicable under such option immediately prior to the Closing, equal to the number of shares of Issuer Common Stock subject to such option multiplied by the Exchange Ratio. /s/ Jacobin Zorin, Attorney-In-Fact 2016-11-07