Statement of Changes in Beneficial Ownership (4)
June 01 2022 - 4:23PM
Edgar (US Regulatory)
FORM 4
[X]
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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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Kroll Werner |
2. Issuer Name and Ticker or Trading Symbol
QUIDEL CORP /DE/
[
QDEL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, R&D |
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(Last)
(First)
(Middle)
9975 SUMMERS RIDGE ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/27/2022 |
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(Street)
SAN DIEGO, CA 92121
(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 | 5/27/2022 | | A | | 4376 (1) | A | $0.00 | 20932 | D | |
| Common Stock | 5/27/2022 | | F | | 2170 (2) | D | $103.45 | 18762 | D | |
| Common Stock | 5/27/2022 | | D(3) | | 18762 | D | (3) | 0 | D | |
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) | 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 |
| Restricted Stock Units | (4) | 5/27/2022 | | M | | | 4376 | (5) | (5) | Common Stock | 4376 | $0.00 | 0 | D | |
| Non-Qualified Stock Options | $46.41 | 5/27/2022 | | D (6) | | | 2303 | (5) | 1/16/2028 | Common Stock | 2303 | $0.00 | 0 | D | |
| Non-Qualified Stock Options | $59.12 | 5/27/2022 | | D (6) | | | 3924 | (7) | 2/4/2029 | Common Stock | 3924 | $0.00 | 0 | D | |
| Restricted Stock Units | (4) | 5/27/2022 | | D (8) | | | 3925 | (9) | (9) | Common Stock | 3925 | $0.00 | 0 | D | |
| Restricted Stock Units | (4) | 5/27/2022 | | D (8) | | | 2743 | (10) | (10) | Common Stock | 2743 | $0.00 | 0 | D | |
| Restricted Stock Units | (4) | 5/27/2022 | | D (8) | | | 823 | (10) | (10) | Common Stock | 823 | $0.00 | 0 | D | |
| Restricted Stock Units | (4) | 5/27/2022 | | D (8) | | | 4268 | (11) | (11) | Common Stock | 4268 | $0.00 | 0 | D | |
| Restricted Stock Units | (4) | 5/27/2022 | | D (8) | | | 1962 | (12) | (12) | Common Stock | 1962 | $0.00 | 0 | D | |
| Restricted Stock Units | (4) | 5/27/2022 | | D (8) | | | 2625 | (13) | (13) | Common Stock | 2625 | $0.00 | 0 | D | |
| Restricted Stock Units | (4) | 5/27/2022 | | D (8) | | | 3510 | (14) | (14) | Common Stock | 3510 | $0.00 | 0 | D | |
| Restricted Stock Units | (4) | 5/27/2022 | | D (8) | | | 10642 | (15) | (15) | Common Stock | 10642 | $0.00 | 0 | D | |
| Restricted Stock Units | (4) | 5/27/2022 | | D (8) | | | 7256 | (16) | (16) | Common Stock | 7256 | $0.00 | 0 | D | |
| Explanation of Responses: |
| (1) | Reflects release of restricted stock units that were previously reported on a Form 4. |
| (2) | Disposition of shares, as set forth above, was in connection with the Issuer's withholding of common shares to satisfy tax withholding obligations related to the issuance of common shares upon release of restricted stock units. |
| (3) | 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. |
| (4) | Each restricted stock unit represents the right to receive one share of Quidel common stock. |
| (5) | Vested in full. |
| (6) | 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). |
| (7) | 5,888 shares are vested in full; 1,962 shares will vest on February 4, 2023. |
| (8) | 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). |
| (9) | 3,925 shares will vest on February 4, 2023. |
| (10) | Release of restricted stock units was deferred pursuant to Quidel's deferred compensation program applicable to participating employees and will occur according to the elected deferral schedule. |
| (11) | 4,268 shares will vest on February 4, 2023. |
| (12) | 1,962 shares will vest in equal installments on July 1, 2022 and July 1, 2023. |
| (13) | 1,312 shares will vest on February 1, 2023; and 1,313 shares will vest on February 1, 2024. |
| (14) | 3,510 shares will vest in equal installments on July 28, 2022, July 28, 2023 and July 28, 2024. |
| (15) | 3,547 shares will vest on each of January 31, 2023 and January 31, 2024; 3,548 shares will vest on January 31, 2025. |
| (16) | 3,628 shares will vest on January 31, 2024; the remaining 3,628 shares will vest in equal installments on January 31, 2025 and January 31, 2026. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Kroll Werner
9975 SUMMERS RIDGE ROAD
SAN DIEGO, CA 92121 |
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| SVP, R&D |
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Signatures
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| /s/ Phillip S. Askim, attorney-in-fact for Werner Kroll | | 6/1/2022 |
| **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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