- Statement of Changes in Beneficial Ownership (4)
February 06 2012 - 9:56PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MORTON DEAN O
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2. Issuer Name
and
Ticker or Trading Symbol
CEPHEID
[
CPHD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CEPHEID, 904 CARIBBEAN DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/3/2012
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(Street)
SUNNYVALE, CA 94089
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/3/2012
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M
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7500
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A
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$7.35
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21050
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D
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Common Stock
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2/3/2012
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S
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7500
(1)
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D
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$43.253
(2)
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13550
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D
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Common Stock
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5000
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I
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By Dean O. Morton 2008 Annuity Trust
(3)
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Common Stock
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5000
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I
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By Lavon Morton 2008 Annuity Trust
(4)
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Common Stock
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75500
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I
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By Trust
(5)
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Common Stock
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82500
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I
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By MDLC Partners
(6)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Qualified Stock Option (right to buy)
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$7.35
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2/3/2012
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M
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7500
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(7)
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4/29/2014
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Common Stock
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7500
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$
0
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0
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D
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Explanation of Responses:
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(
1)
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Represents the aggregate of sales effected on the same day at different prices.
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(
2)
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Represents the weighted average sales price per share. The shares sold at prices ranging from $43.23 to $43.271 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
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(
3)
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Shares are held by the Dean O. Morton 2008 Annuity Trust U/A DTD 10/07/2008, of which the Reporting Person is a trustee.
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(
4)
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Shares are held by the Lavon Morton 2008 Annuity Trust U/A DTD 10/07/2008, of which the Reporting Person is a trustee.
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(
5)
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Shares are held by the Dean and Lavon Morton Trust dated 9/20/79, of which the Reporting Person is a trustee.
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(
6)
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The reporting Person is a general partner of MDLC Partners, a California limited partnership ("MDLC"). As a general partner, Reporting Person shares voting and investment power of the shares held by MDLC. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
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(
7)
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The stock option grant is 100% vested and exercisable.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MORTON DEAN O
C/O CEPHEID
904 CARIBBEAN DRIVE
SUNNYVALE, CA 94089
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X
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Signatures
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/s/ Dean O. Morton by Joseph H. Smith, Attorney-in-Fact
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2/6/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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