Sec Form 4 Filing - VAN DEN BOOM DIRK @ SEQUENOM INC - 2016-09-07

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
VAN DEN BOOM DIRK
2. Issuer Name and Ticker or Trading Symbol
SEQUENOM INC [ SQNM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
3595 JOHN HOPKINS COURT
3. Date of Earliest Transaction (MM/DD/YY)
09/07/2016
(Street)
SAN DIEGO, CA92121
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 09/07/2016 U 175,618 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
Incentive Stock Option (right to buy) $ 1.33 09/07/2016 D 64,315 ( 2 ) 12/08/2025 Common Stock 64,315 ( 2 ) 0 D
Incentive Stock Option (right to buy) $ 2.27 09/07/2016 D 29,167 ( 2 ) 01/31/2024 Common Stock 29,167 ( 2 ) 0 D
Non-Qualified Stock Option (right to buy) $ 1.33 09/07/2016 D 894,852 ( 2 ) 12/08/2025 Common Stock 894,852 ( 2 ) 0 D
Non-Qualified Stock Option (right to buy) $ 2.27 09/07/2016 D 70,833 ( 2 ) 01/31/2024 Common Stock 70,833 ( 2 ) 0 D
Restricted Stock Unit ( 3 ) 09/07/2016 D 9,375 ( 4 ) ( 4 ) Common Stock 9,375 ( 4 ) 0 D
Restricted Stock Unit ( 3 ) 09/07/2016 D 25,000 ( 4 ) ( 4 ) Common Stock 25,000 ( 4 ) 0 D
Restricted Stock Unit ( 3 ) 09/07/2016 D 8,250 ( 4 ) ( 4 ) Common Stock 8,250 ( 4 ) 0 D
Restricted Stock Unit ( 3 ) 09/07/2016 D 60,000 ( 4 ) ( 4 ) Common Stock 60,000 ( 4 ) 0 D
Restricted Stock Unit ( 3 ) 09/07/2016 D 751,880 ( 4 ) ( 4 ) Common Stock 751,880 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
VAN DEN BOOM DIRK
3595 JOHN HOPKINS COURT
SAN DIEGO, CA92121
X President & CEO
Signatures
/s/ Jeffrey D. Linton, as attorney-in-fact For: Dirk van den Boom 09/07/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated July 26, 2016, among the Issuer, Laboratory Corporation of America Holdings, a Delaware corporation ("Parent"), and Savoy Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser") in exchange for a cash consideration of $2.40 per share, without interest, subject to any required withholding of taxes. Pursuant to the Merger Agreement, the Purchaser merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger").
( 2 )This option was cancelled in the Merger in exchange for a cash payment equal to $2.40 per share (without interest) minus the per share exercise price of the option. In connection with the Merger, vesting of the option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger.
( 3 )Each restricted stock unit (the "RSUs") represents a contingent right to receive one share of the Issuer's Common Stock.
( 4 )These RSUs were cancelled in the Merger and, in lieu of any issuance of shares in settlement of such vested RSUs, converted into the right to receive a cash payment equal to $2.40 per share (without interest). In connection with the Merger, vesting of the RSUs was accelerated and the RSUs became fully vested effective immediately prior to the effective time of the Merger.

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