0001181431-11-031135.txt : 20110519 0001181431-11-031135.hdr.sgml : 20110519 20110519163045 ACCESSION NUMBER: 0001181431-11-031135 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110517 FILED AS OF DATE: 20110519 DATE AS OF CHANGE: 20110519 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lee Victor CENTRAL INDEX KEY: 0001438866 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34116 FILM NUMBER: 11858268 MAIL ADDRESS: STREET 1: 1401 HARBOR BAY PARKWAY CITY: ALAMEDA STATE: CA ZIP: 94502 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Celera CORP CENTRAL INDEX KEY: 0001428156 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 262028576 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1401 HARBOR BAY PARKWAY CITY: ALAMEDA STATE: CA ZIP: 94502 BUSINESS PHONE: 510-749-4200 MAIL ADDRESS: STREET 1: 1401 HARBOR BAY PARKWAY CITY: ALAMEDA STATE: CA ZIP: 94502 4 1 rrd312475.xml FORM 4 X0303 4 2011-05-17 1 0001428156 Celera CORP CRA 0001438866 Lee Victor 1401 HARBOR BAY PARKWAY ALAMEDA CA 94502 0 1 0 0 VP, CIPC & Asst. Sec. Stock Options (Right to Buy) 18.895 2011-05-17 4 D 0 2200 0.00 D 2012-04-08 Common Stock 2200 0 D Stock Options (Right to Buy) 26.65 2011-05-17 4 D 0 3900 0.00 D 2011-08-16 Common Stock 3900 0 D Stock Options (Right to Buy) 10.155 2011-05-17 4 D 0 21000 0.00 D 2015-06-02 Common Stock 21000 0 D Stock Options (Right to Buy) 10.785 2011-05-17 4 D 0 6500 0.00 D 2014-06-17 Common Stock 6500 0 D Stock Options (Right to Buy) 9.13 2011-05-17 4 D 0 7000 0.00 D 2013-03-24 Common Stock 7000 0 D Stock Options (Right to Buy) 6.66 2011-05-17 4 D 0 16000 1.34 D 2020-03-08 Common Stock 16000 0 D Stock Options (Right to Buy) 6.185 2011-05-17 4 D 0 17500 1.815 D 2019-08-12 Common Stock 17500 0 D Stock Options (Right to Buy) 15.325 2011-05-17 4 D 0 38000 0.00 D 2017-01-30 Common Stock 38000 0 D Celera Corporation (the "Issuer") entered into that certain Agreement and Plan of Merger, dated as of March 17, 2011, as amended, by and among the Quest Diagnostics Incorporated, Spark Acquisition Corporation (the "Purchaser") and the Issuer (the "Merger Agreement"), pursuant to which the Purchaser merged with and into the Issuer with the Issuer remaining as the surviving corporation (the "Merger"). These options to purchase common stock, par value $0.01, of the Issuer (the "Common Stock") vested on May 3, 2011 (the "Acceptance Time"), which is the date that a majority of the outstanding shares of the Issuer, as determined on a fully diluted basis, were accepted for payment by the Purchaser pursuant and subject to the terms described in the Offer to Purchase for Cash filed with the Securities and Exchange Commission on March 28, 2011 (the "Tender Offer") and the Merger Agreement. Such options were canceled at the effective time of the Merger on May 17, 2011 (the "Effective Time"). These options, which became fully vested at the Acceptance Time, were canceled at the Effective Time in exchange for a cash payment of $21,440.00, representing the number of shares of Common Stock underlying such options multiplied by $8.00, less the aggregate price of the options. These options, which became fully vested at the Acceptance Time, were canceled at the Effective Time in exchange for a cash payment of $31,762.50, representing the number of shares of Common Stock underlying such options multiplied by $8.00, less the aggregate price of the options. /s/ Scott Milsten, as Attorney-in-Fact for Victor Lee 2011-05-18