Sec Form 4 Filing - FLOM KERRY @ CEPHEID - 2014-04-28

Insider filing report for Changes in Beneficial Ownership
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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
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(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
FLOM KERRY
2. Issuer Name and Ticker or Trading Symbol
CEPHEID [ CPHD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, Regulatory Affairs
(Last) (First) (Middle)
C/O CEPHEID, 904 CARIBBEAN DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
04/28/2014
(Street)
SUNNYVALE, CA94089
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 04/28/2014 S( 1 ) 160 D $ 42.2 0 D
Common Stock 04/29/2014 M( 1 ) 2,500 A $ 20.47 2,500 D
Common Stock 04/29/2014 S( 1 ) 2,500 ( 2 ) D $ 42.3923 ( 3 ) 0 D
Common Stock 04/29/2014 M( 4 ) 1,463 A $ 0 1,463 D
Common Stock 04/29/2014 F( 5 ) 474 D $ 42.14 989 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisab le and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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) $ 20.47 04/29/2014 M( 1 ) 2,500 ( 6 ) 04/29/2017 Common Stock 2,500 $ 0 0 D
Restricted Stock Units $ 0 ( 7 ) 04/29/2014 M( 4 ) 1,463 ( 8 ) ( 8 ) Common Stock 1,463 $ 0 4,387 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FLOM KERRY
C/O CEPHEID
904 CARIBBEAN DRIVE
SUNNYVALE, CA94089
EVP, Regulatory Affairs
Signatures
/s/ Kerry Flom by Joseph H. Smith, Attorney-in-Fact 04/30/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transaction reported on this Form 4 was effected pursuant to a 10b5-1 trading plan adopted by the reporting person on February 11, 2013.
( 2 )Represents the aggregate of sales effected on the same day at different prices.
( 3 )Represents the weighted average sales price per share. The shares sold at prices ranging from $42.01 to $42.78 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.
( 4 )Vesting of restricted stock units ("RSUs") granted to the Reporting Person on April 29, 2013.
( 5 )Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of on this line were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs.
( 6 )25% of the shares subject to the grant vest and become exercisable on the one-year anniversary of the grant date, then 2.083% 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.
( 7 )Each RSU represents a contingent right to receive one share of the Issuer's common stock.
( 8 )25% of the RSUs vest on the one-year anniversary of the grant date, then 6.25% of the RSUs vest each quarterly anniversary thereafter, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting.

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).
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