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 *

KACIAN DANIEL L
2. Issuer Name and Ticker or Trading Symbol

GEN PROBE INC [ GPRO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Exec. VP, Chief Scientist
(Last)          (First)          (Middle)

GEN-PROBE INCORPORATED, 10210 GENETIC CENTER DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

1/4/2010
(Street)

SAN DIEGO, CA 92121
(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   1/4/2010     M    24251   A $12.29   61015   D    
Common Stock   1/4/2010     M    36749   A $13.655   97764   D    
Common Stock   1/4/2010     M    70000   A $29.525   167764   D    
Common Stock   1/4/2010     S (1)    88928   A $43.0136   (2) 78836   D    

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
Stock Option (Right to Buy)   $12.29   1/4/2010     M         9544      (3) 9/1/2011   Common Stock   9544   $0   0   D    
Stock Option (Right to Buy)   $12.29   1/4/2010     M         14707      (4) 6/1/2012   Common Stock   14707   $0   0   D    
Stock Option (Right to Buy)   $13.655   1/4/2010     M         36749      (5) 8/17/2010   Common Stock   36749   $0   0   D    
Stock Option (Right to Buy)   $29.525   1/4/2010     M         70000      (6) 8/15/2013   Common Stock   70000   $0   0   D    

Explanation of Responses:
( 1)  The exercise of options to purchase an aggregate of 88,928 shares of common stock of the issuer and the sale of such shares of common stock were in each case effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 18, 2009.
( 2)  This transaction was executed in multiple trades at prices ranging from $42.78 to $43.26. The price reported above reflects the weighted average sale price for these transactions. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the reported transactions were effected.
( 3)  The stock option became fully vested and exercisable as of September 1, 2005.
( 4)  The stock option became fully vested and exercisable as of June 1, 2006.
( 5)  The stock option became fully vested and exercisable as of August 17, 2004.
( 6)  The stock option became fully vested and exercisable as of August 15, 2007.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KACIAN DANIEL L
GEN-PROBE INCORPORATED
10210 GENETIC CENTER DRIVE
SAN DIEGO, CA 92121


Exec. VP, Chief Scientist

Signatures
/s/ R. William Bowen, Attorney-in-Fact 1/6/2010
** 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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