Sec Form 4 Filing - STEELE GLENN JR MD PHD @ 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 STEELE GLENN JR MD PHD 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) 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 14,677 ( 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 Non-Qualified Stock Option (Right to Buy) $ 31.85 11/04/2016 D 18,750 ( 3 ) ( 4 ) 04/26/2018 Common Stock 18,750 $ 0 0 D Non-Qualified Stock Option (Right to Buy) $ 35.72 11/04/2016 D 7,800 ( 3 ) ( 5 ) 04/24/2019 Common Stock 7,800 $ 0 0 D Non-Qualified Stock Option (Right to Buy) $ 38.13 11/04/2016 D 7,800 ( 3 ) ( 5 ) 04/30/2020 Common Stock 7,800 $ 0 0 D Non-Qualified Stock Option (Right to Buy) $ 45.59 11/04/2016 D 16,300 ( 3 ) ( 5 ) 04/22/2021 Common Stock 16,300 $ 0 0 D Non-Qualified Stock Option (Right to Buy) $ 56.7 11/04/2016 D 16,300 ( 6 ) ( 5 ) 04/28/2022 Common Stock 16,300 $ 0 0 D Non-Qualified Stock Option (Right to Buy) $ 36.59 11/04/2016 D 16,300 ( 7 ) ( 5 ) 04/26/2023 Common Stock 16,300 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STEELE GLENN JR MD PHD C/O CEPHEID 904 CARIBBEAN DRIVE SUNNYVALE, CA94089 X Signatures 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 $53.00, without interest (the "Merger Consideration"). ( 3 )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. ( 4 )1/3 of the shares subject to the grant vest and become exercisable on each anniversary of the grant date, subject to the continuing service of the Reporting Person on the vesting date. ( 5 )100% of the shares subject to the grant vested and became exercisable on the one-year anniversary of the grant date. ( 6 )Upon the Closing, this option was cancelled and ceased to exist without receiving any payment therefor. ( 7 )Upon the Closing, 100% of this option's vesting was accelerated and converted into the right to receive an amount of cash equal to the number of shares outstanding under the option multiplied by $53.00 minus the exercise price.

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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