Sec Form 4 Filing - BISHOP JOHN L @ CEPHEID - 2016-11-04

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 BISHOP JOHN L 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 X __ Officer (give title below) _____ Other (specify below) Chairman of the Board and CEO (Last) (First) (Middle) C/O CEPHEID, 904 CARIBBEAN DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 11/04/2016 (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 11/04/2016 D 83,092 ( 1 ) D 0 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 Restricted Stock Units $ 0 11/04/2016 D 9,751 ( 3 ) ( 4 ) ( 4 ) Common Stock 9,751 $ 0 0 D Performance Stock Unit $ 0 11/04/2016 D 75,000 ( 5 ) ( 6 ) ( 6 ) Common Stock 75,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 20.47 11/04/2016 D 175,000 ( 7 ) ( 8 ) 04/29/2017 Common Stock 175,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 31.485 11/04/2016 D 180,000 ( 7 ) ( 8 ) 04/25/2018 Common Stock 180,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 35.72 11/04/2016 D 153,750 ( 7 ) ( 8 ) 04/24/2019 Common Stock 153,750 $ 0 0 D Employee Stock Option (Right to Buy) $ 38.66 11/04/2016 D 176,250 ( 7 ) ( 8 ) 04/29/2020 Common Stock 176,250 $ 0 0 D Employee Stock Option (Right to Buy) $ 45.84 11/04/2016 D 176,250 ( 7 ) ( 8 ) 04/21/2021 Common Stock 176,250 $ 0 0 D Employee Stock Option (Right to Buy) $ 56.88 11/04/2016 D 205,000 ( 9 ) ( 8 ) 04/27/2022 Common Stock 205,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 35.94 11/04/2016 D 150,000 ( 7 ) ( 8 ) 04/25/2023 Common Stock 150,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BISHOP JOHN L C/O CEPHEID 904 CARIBBEAN DRIVE SUNNYVALE, CA94089 X Chairman of the Board and CEO Signatures /s/ Jacobin Zorin, Attorney-In-Fact 11/07/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This number includes RSUs previously reported on Table I that at closing, were accelerated and converted into the right to receive $53 per share, without interest. ( 2 )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"). ( 3 )Upon the Closing, 100% of the Reporting Person's unvested RSUs were accelerated and converted into the right to receive $53.00 per share, without interest. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )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 o ption exercise price. ( 8 )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. ( 9 )Upon the Closing, this option was cancelled and ceased to exist without receiving any payment therefor.

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