FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
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
                      

1. Name and Address of Reporting Person *

MORTON DEAN O
2. Issuer Name and Ticker or Trading Symbol

CEPHEID [ CPHD ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O CEPHEID, 904 CARIBBEAN DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

2/3/2012
(Street)

SUNNYVALE, CA 94089
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   2/3/2012     M    7500   A $7.35   21050   D    
Common Stock   2/3/2012     S    7500   (1) D $43.253   (2) 13550   D    
Common Stock                  5000   I   By Dean O. Morton 2008 Annuity Trust   (3)
Common Stock                  5000   I   By Lavon Morton 2008 Annuity Trust   (4)
Common Stock                  75500   I   By Trust   (5)
Common Stock                  82500   I   By MDLC Partners   (6)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy)   $7.35   2/3/2012     M         7500      (7) 4/29/2014   Common Stock   7500   $ 0   0   D    

Explanation of Responses:
( 1)  Represents the aggregate of sales effected on the same day at different prices.
( 2)  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.
( 3)  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.
( 4)  Shares are held by the Lavon Morton 2008 Annuity Trust U/A DTD 10/07/2008, of which the Reporting Person is a trustee.
( 5)  Shares are held by the Dean and Lavon Morton Trust dated 9/20/79, of which the Reporting Person is a trustee.
( 6)  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.
( 7)  The stock option grant is 100% vested and exercisable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MORTON DEAN O
C/O CEPHEID
904 CARIBBEAN DRIVE
SUNNYVALE, CA 94089
X



Signatures
/s/ Dean O. Morton by Joseph H. Smith, Attorney-in-Fact 2/6/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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