4//SEC Filing
CEPHEID 4
Accession 0001209191-16-148752
CIK 0001037760operating
Filed
Nov 6, 7:00 PM ET
Accepted
Nov 7, 7:38 PM ET
Size
27.3 KB
Accession
0001209191-16-148752
Insider Transaction Report
Form 4
CEPHEIDCPHD
BISHOP JOHN L
DirectorCEO
Transactions
- Disposition to Issuer
Common Stock
2016-11-04−83,092→ 0 total - Disposition to Issuer
Restricted Stock Units
2016-11-04−9,751→ 0 totalExercise: $0.00→ Common Stock (9,751 underlying) - Disposition to Issuer
Performance Stock Unit
2016-11-04−75,000→ 0 totalExercise: $0.00→ Common Stock (75,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-11-04−175,000→ 0 totalExercise: $20.47Exp: 2017-04-29→ Common Stock (175,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-11-04−180,000→ 0 totalExercise: $31.48Exp: 2018-04-25→ Common Stock (180,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-11-04−153,750→ 0 totalExercise: $35.72Exp: 2019-04-24→ Common Stock (153,750 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-11-04−176,250→ 0 totalExercise: $38.66Exp: 2020-04-29→ Common Stock (176,250 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-11-04−176,250→ 0 totalExercise: $45.84Exp: 2021-04-21→ Common Stock (176,250 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-11-04−205,000→ 0 totalExercise: $56.88Exp: 2022-04-27→ Common Stock (205,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-11-04−150,000→ 0 totalExercise: $35.94Exp: 2023-04-25→ Common Stock (150,000 underlying)
Footnotes (9)
- [F1]This number includes RSUs previously reported on Table I that at closing, were accelerated and converted into the right to receive $53 per share, without interest.
- [F2]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").
- [F3]Upon the Closing, 100% of the Reporting Person's unvested RSUs were accelerated and converted into the right to receive $53.00 per share, without interest.
- [F4]25% of the RSUs vest on the one-year anniversary of the grant date, then 6.25% of the RSUs vest each quarterly anniversary thereafter, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
- [F9]Upon the Closing, this option was cancelled and ceased to exist without receiving any payment therefor.
Documents
Issuer
CEPHEID
CIK 0001037760
Entity typeoperating
IncorporatedCA
Related Parties
1- filerCIK 0001037760
Filing Metadata
- Form type
- 4
- Filed
- Nov 6, 7:00 PM ET
- Accepted
- Nov 7, 7:38 PM ET
- Size
- 27.3 KB