AYERS RICHARD H 4
4 · Celera CORP · Filed May 19, 2011
Insider Transaction Report
Form 4
Celera CORPCRA
AYERS RICHARD H
Director
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2011-05-17−2,000→ 0 totalExercise: $25.08Exp: 2011-10-18→ Common Stock (2,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2011-05-17−30,000→ 0 totalExercise: $11.93Exp: 2018-07-01→ Common Stock (30,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2011-05-17−3,600→ 0 totalExercise: $11.78Exp: 2015-10-20→ Common Stock (3,600 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2011-05-17$0.00/sh−20,000$50→ 0 totalExercise: $8.00Exp: 2019-05-20→ Common Stock (20,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2011-05-17−2,500→ 0 totalExercise: $12.05Exp: 2013-10-16→ Common Stock (2,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2011-05-17−3,400→ 0 totalExercise: $12.01Exp: 2014-10-21→ Common Stock (3,400 underlying)
Footnotes (3)
- [F1]Celera Corporation (the "Issuer") entered into that certain Agreement and Plan of Merger, dated as of March 17, 2011, as amended, by and among the Quest Diagnostics Incorporated, Spark Acquisition Corporation (the "Purchaser") and the Issuer (the "Merger Agreement"), pursuant to which the Purchaser merged with and into the Issuer with the Issuer remaining as the surviving corporation (the "Merger"). These options to purchase common stock, par value $0.01, of the Issuer (the "Common Stock") vested on May 3, 2011 (the "Acceptance Time"), which is the date that a majority of the outstanding shares of the Issuer, as determined on a fully diluted basis, were accepted for payment by the Purchaser pursuant and subject to the terms described in the Offer to Purchase for Cash filed with the Securities and Exchange Commission on March 28, 2011 (the "Tender Offer") and the Merger Agreement. Such options were canceled at the effective time of the Merger on May 17, 2011 (the "Effective Time").
- [F2]These options, which became fully vested at the Acceptance Time, were canceled at the Effective Time in exchange for a cash payment of $50.00, representing the number of shares of Common Stock underlying such options multiplied by $8.00, less the aggregate price of the options.
- [F3]These options, which became fully vested at the Acceptance Time, were canceled at the Effective Time in exchange for a cash payment of $24,104.00, representing the number of shares of Common Stock underlying such options multiplied by $8.00, less the aggregate price of the options.