Sec Form 4 Filing - MORTON DEAN O @ CEPHEID - 2012-02-03

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
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/YY)
02/03/2012
(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 02/03/2012 M 7,500 A $ 7.35 21,050 D
Common Stock 02/03/2012 S 7,500 ( 1 ) D $ 43.253 ( 2 ) 13,550 D
Common Stock 5,000 I By Dean O. Morton 2008 Annuity Trust ( 3 )
Common Stock 5,000 I By Lavon Morton 2008 Annuity Trust ( 4 )
Common Stock 75,500 I By Trust ( 5 )
Common Stock 82,500 I By MDLC Partners ( 6 )
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 Exercisable 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) $ 7.35 02/03/2012 M 7,500 ( 7 ) 04/29/2014 Common Stock 7,500 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MORTON DEAN O
C/O CEPHEID
904 CARIBBEAN DRIVE
SUNNYVALE, CA94089
X
Signatures
/s/ Dean O. Morton by Joseph H. Smith, Attorney-in-Fact 02/06/2012
Signature of Reporting Person Date
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.

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).

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