0001209191-16-148754.txt : 20161107
0001209191-16-148754.hdr.sgml : 20161107
20161107193936
ACCESSION NUMBER: 0001209191-16-148754
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: Campbell Scott A.
CENTRAL INDEX KEY: 0001650530
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-30755
FILM NUMBER: 161979712
MAIL ADDRESS:
STREET 1: 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
0001650530
Campbell Scott A.
C/O CEPHEID
904 CARIBBEAN DRIVE
SUNNYVALE
CA
94089
0
1
0
0
Corporate VP & CRO
Common Stock
2016-11-04
4
D
0
9882
D
0
D
Performance Stock Unit
0.00
2016-11-04
4
D
0
7000
0.00
D
Common Stock
7000
0
D
Employee Stock Option (Right to Buy)
38.41
2016-11-04
4
D
0
5000
0.00
D
2019-04-30
Common Stock
5000
0
D
Employee Stock Option (Right to Buy)
38.66
2016-11-04
4
D
0
4063
0.00
D
2020-04-29
Common Stock
4063
0
D
Employee Stock Option (Right to Buy)
45.84
2016-11-04
4
D
0
4063
0.00
D
2021-04-21
Common Stock
4063
0
D
Employee Stock Option (Right to Buy)
56.06
2016-11-04
4
D
0
33000
0.00
D
2022-05-07
Common Stock
33000
0
D
Employee Stock Option (Right to Buy)
49.05
2016-11-04
4
D
0
15000
0.00
D
2022-08-15
Common Stock
15000
0
D
Employee Stock Option (Right to Buy)
52.73
2016-11-04
4
D
0
27000
0.00
D
2022-09-17
Common Stock
27000
0
D
Employee Stock Option (Right to Buy)
35.94
2016-11-04
4
D
0
14000
0.00
D
2023-04-25
Common Stock
14000
0
D
Upon the Closing, (i) 3110 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) 3588 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, 100% of these options were cancelled and converted into the right to receive an amount of cash equal to the number of shares outstanding under this option multiplied by $53 minus the option exercise price.
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, 3724 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 339 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.
Upon the Closing, this option was cancelled and ceased to exist without receiving any payment therefor.
Upon the Closing, 8750 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 6250 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.
Upon the Closing, 15,187 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 11,813 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.
Upon the Closing, 5833 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 8167 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