X0306 4/A 2016-11-04 2016-11-07 1 0001037760 CEPHEID CPHD 0001659139 Murray Bill C/O CEPHEID 904 CARIBBEAN DRIVE SUNNYVALE CA 94089 0 1 0 0 EVP, General Counsel Common Stock 2016-10-31 4 G 0 200 52.90 D 30750 D Common Stock 2016-11-04 4 D 0 30750 D 0 D Performance Stock Unit 0.00 2016-11-04 4 D 0 25250 0.00 D Common Stock 25250 0 D Employee Stock Option (Right to Buy) 18.53 2016-11-04 4 D 0 35000 0.00 D 2017-10-01 Common Stock 35000 0 D Employee Stock Option (Right to Buy) 31.485 2016-11-04 4 D 0 10500 0.00 D 2018-04-25 Common Stock 10500 0 D Employee Stock Option (Right to Buy) 38.41 2016-11-04 4 D 0 15000 0.00 D 2019-04-30 Common Stock 15000 0 D Employee Stock Option (Right to Buy) 38.66 2016-11-04 4 D 0 15000 0.00 D 2020-04-29 Common Stock 15000 0 D Employee Stock Option (Right to Buy) 45.84 2016-11-04 4 D 0 15000 0.00 D 2021-04-21 Common Stock 15000 0 D Employee Stock Option (Right to Buy) 56.06 2016-11-04 4 D 0 12750 0.00 D 2022-05-07 Common Stock 12750 0 D Employee Stock Option (Right to Buy) 36.53 2016-11-04 4 D 0 67500 0.00 D 2023-01-01 Common Stock 67500 0 D Employee Stock Option (Right to Buy) 35.94 2016-11-04 4 D 0 50500 0.00 D 2023-04-25 Common Stock 50500 0 D Upon the Closing, (i) 10,816 of these restricted stock units ("RSUs") were cancelled and converted into the right to receive from the Acquirer an amount in cash equal to the product of the aggregate number of shares of the Issuer's Common Stock subject to these RSUs and the Merger Consideration and (ii) 13,609 of these RSUs were assumed by Acquirer and converted into and became the right to receive, on the same terms and conditions as were applicable under such RSUs immediately prior to the Closing, a number of shares of Acquirer common stock equal to the number of shares of Issuer's Common Stock that were subject to such RSUs multiplied by an exchange ratio equal to the quotient obtained by dividing (a) the Merger Consideration by (b) the volume-weighted average of the trading prices of the shares of Acquirer common stock on the NYSE, for the ten trading days ending with, and including, November 4, 2016 ("Exchange Ratio"). 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"). 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. 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. 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. 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. Upon the Closing, 13,750 shares of the Issuer's Common Stock subject to this option were cancelled and converted into the right to receive from the Acquirer an amount in cash equal to the product of the aggregate number of shares of the Issuer's Common Stock subject to this option and the Merger Consideration over the per share exercise price of this option; and 1250 shares of the Issuer's Common Stock subject to this option were assumed and converted into and became an option to acquire a number of shares of Acquirer common stock, on the same terms and conditions as were applicable under such option immediately prior to the Closing, equal to the number of shares of Issuer Common Stock subject to such option multiplied by the Exchange Ratio. Upon the Closing, this option was cancelled and ceased to exist without receiving any payment therefor. Upon the Closing, 32,343 shares of the Issuer's Common Stock subject to this option were cancelled and converted into the right to receive from the Acquirer an amount in cash equal to the product of the aggregate number of shares of the Issuer's Common Stock subject to this option and the Merger Consideration over the per share exercise price of this option; and 35,157 shares of the Issuer's Common Stock subject to this option were assumed and converted into and became an option to acquire a number of shares of Acquirer common stock, on the same terms and conditions as were applicable under such option immediately prior to the Closing, equal to the number of shares of Issuer Common Stock subject to such option multiplied by the Exchange Ratio. Upon the Closing, 21,041 shares of the Issuer's Common Stock subject to this option were cancelled and converted into the right to receive from the Acquirer an amount in cash equal to the product of the aggregate number of shares of the Issuer's Common Stock subject to this option and the Merger Consideration over the per share exercise price of this option; and 29,459 shares of the Issuer's Common Stock subject to this option were assumed and converted into and became an option to acquire a number of shares of Acquirer common stock, on the same terms and conditions as were applicable under such option immediately prior to the Closing, equal to the number of shares of Issuer Common Stock subject to such option multiplied by the Exchange Ratio. /s/ Jacobin Zorin, Attorney-In-Fact 2016-11-07