0000899243-22-020392.txt : 20220601 0000899243-22-020392.hdr.sgml : 20220601 20220601162127 ACCESSION NUMBER: 0000899243-22-020392 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: Ferenczy William J. CENTRAL INDEX KEY: 0001812662 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10961 FILM NUMBER: 22987627 MAIL ADDRESS: STREET 1: 9975 SUMMERS RIDGE ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: QUIDEL CORP /DE/ CENTRAL INDEX KEY: 0000353569 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 942573850 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: 8585521100 MAIL ADDRESS: STREET 1: 9975 SUMMERS RIDGE ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: MONOCLONAL ANTIBODIES INC /DE/ DATE OF NAME CHANGE: 19910210 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-05-27 1 0000353569 QUIDEL CORP /DE/ QDEL 0001812662 Ferenczy William J. 9975 SUMMERS RIDGE ROAD SAN DIEGO CA 92121 0 1 0 0 SVP, Cardio/Metabolic Unit Common Stock 2022-05-27 4 D 0 8683 D 0 D Non-Qualified Stock Options 23.41 2022-05-27 4 D 0 460 0.00 D 2025-02-05 Common Stock 460 0 D Non-Qualified Stock Options 21.08 2022-05-27 4 D 0 1349 0.00 D 2027-02-15 Common Stock 1349 0 D Non-Qualified Stock Options 46.41 2022-05-27 4 D 0 1727 0.00 D 2028-01-16 Common Stock 1727 0 D Non-Qualified Stock Options 59.12 2022-05-27 4 D 0 3322 0.00 D 2029-02-04 Common Stock 3322 0 D Non-Qualified Stock Options 77.16 2022-05-27 4 D 0 2609 0.00 D 2030-02-03 Common Stock 2609 0 D Non-Qualified Stock Options 103.64 2022-05-27 4 D 0 4685 0.00 D 2030-03-30 Common Stock 4685 0 D Non-Qualified Stock Options 254.00 2022-05-27 4 D 0 1892 0.00 D 2031-02-01 Common Stock 1892 0 D Non-Qualified Stock Options 103.36 2022-05-27 4 D 0 4957 0.00 D 2032-01-31 Common Stock 4957 0 D Restricted Stock Units 2022-05-27 4 D 0 1661 0.00 D Common Stock 1661 0 D Restricted Stock Units 2022-05-27 4 D 0 1304 0.00 D Common Stock 1304 0 D Restricted Stock Units 2022-05-27 4 D 0 868 0.00 D Common Stock 868 0 D Restricted Stock Units 2022-05-27 4 D 0 1420 0.00 D Common Stock 1420 0 D Restricted Stock Units 2022-05-27 4 D 0 4958 0.00 D Common Stock 4958 0 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 will be exchanged for one share of common stock of QuidelOrtho. Pursuant to the Business Combination Agreement, the Quidel Non-Qualified Stock Options will be 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). Vested in full. 2,492 shares are vested in full; 830 shares will vest on February 4, 2023. 1,305 shares are vested in full; the remaining 1,304 shares will vest in equal installments on February 3, 2023 and February 3, 2024. 2,343 shares are vested in full; the remaining 2,342 shares will vest in equal installments on March 30, 2023 and March 30, 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. 1,239 shares will vest on each of January 31, 2023, January 31, 2024 and January 31, 2025; 1,240 shares will vest on January 31, 2026. Each restricted stock unit represents the right to receive one share of Quidel common stock. Pursuant to the Business Combination Agreement, the Quidel restricted stock units will be 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). 1,661 shares will vest on February 4, 2023. 1,304 shares will vest in equal installments on February 3, 2023 and February 3, 2024. 868 shares will vest in equal installments on March 30, 2023 and March 30, 2024. 473 shares will vest on each of February 1, 2023 and February 1, 2024; 474 shares will vest on February 1, 2025. 1,239 shares will vest on each of January 31, 2023 and January 31, 2024; 1,240 shares will vest on each of January 31, 2025 and January 31, 2026. /s/ Phillip S. Askim, attorney-in-fact for William J. Ferenczy 2022-06-01