Sec Form 4 Filing - Brown Thomas D @ CEPHEID - 2013-02-08

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
Brown Thomas D
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)
02/08/2013
(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 02/08/2013 M 10,000 A $ 9.18 30,358 D
Common Stock 02/08/2013 F( 1 ) 2,546 ( 2 ) D $ 36.0695 ( 3 ) 27,812 D
Common Stock 02/08/2013 S 3,054 ( 2 ) D $ 36.0695 ( 3 ) 24,758 D
Common Stock 02/10/2013 A( 4 ) 530 A $ 36.11 25,288 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 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) $ 9.18 02/08/2013 M 10,000 ( 5 ) 04/27/2016 Common Stock 10,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brown Thomas D
C/O CEPHEID
904 CARIBBEAN DRIVE
SUNNYVALE, CA94089
X
Signatures
/s/ Thomas D. Brown by Joseph H. Smith, Attorney-in-Fact 02/12/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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. A portion of the shares reported as disposed of in this Form 4 was relinquished by the Reporting Person to pay the exercise price of the option.
( 2 )Represents the aggregate of sales effected on the same day at different prices.
( 3 )Represents the weighted average sales price per share of the aggregate shares reported as disposed of in this Form 4. All the shares disposed of sold at prices ranging from $36.05 to $36.13 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 )The shares were issued pursuant to the Issuer's director stock election policy whereby non-employee directors may elect to receive fully-vested shares of common stock in lieu of between 50-100% of their annual cash retainers and committee chair fees. The price per share was based on the fair market value of the Issuer's common stock on the date of issuance, which, because such date was a Sunday, was the NASDAQ closing price on the last trading date immediately preceding the date of issuance.
( 5 )The stock option grant is 100% vested and immediately 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).
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