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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $ 42.5 | 08/01/2012 | D | 3,265 | (1) | 10/17/2015 | Common Stock | 3,265 | $ 40.25 (1) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 60.82 | 08/01/2012 | D | 23,000 | (1) | 08/15/2014 | Common Stock | 23,000 | $ 21.93 (1) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 60.15 | 08/01/2012 | D | 15,000 | (1) | 08/15/2015 | Common Stock | 15,000 | $ 22.6 (1) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 38.51 | 08/01/2012 | D | 10,600 | (1) | 08/17/2016 | Common Stock | 10,600 | $ 44.24 (1) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 42.66 | 08/01/2012 | D | 30,300 | (1) | 02/10/2017 | Common Stock | 30,300 | $ 40.09 (1) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 63.8 | 08/01/2012 | D | 28,251 | (1) | 02/10/2018 | Common Stock | 28,251 | $ 18.95 (1) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 69.22 | 08/01/2012 | D | 26,892 | (2) | 02/10/2019 | Common Stock | 26,892 | (3) | 0 | D | ||||
| Performance Stock Rights | $ 0 | 08/01/2012 | D | 3,209 | (4) | 02/10/2014 | Common Stock | 3,209 | (4) | 0 | D | ||||
| Performance Stock Rights | $ 0 | 08/01/2012 | D | 11,028 | (5) | 02/10/2015 | Common Stock | 11,028 | (5) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BOWEN R WILLIAM GEN-PROBE INCORPORATED 10210 GENETIC CENTER DRIVE SAN DIEGO, CA 92121 |
Senior VP, General Counsel | |||
| /s/ Andrew S. Greenhalgh, Attorney-in-Fact | 08/02/2012 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | This stock option was canceled pursuant to the Agreement and Plan of Merger, dated as of April 29, 2012, by and among the Registrant, Hologic, Inc. ("Hologic"), and Gold Acquisition Corp. (the "Merger Agreement"), in exchange for a payment in cash, without interest and less the amount of any required tax withholding, equal to the product of: (i) the excess of $82.75 (the per share merger consideration pursuant to the Merger Agreement) over the exercise price of the stock option; and (ii) the number of shares of common stock of the Registrant underlying the stock option. |
| (2) | 25% of the shares subject to the stock option vest on February 10, 2013, and the remaining shares vest in equal monthly installments over the following three years. |
| (3) | Pursuant to the Merger Agreement, these options were assumed by Hologic and converted into options to acquire that number of shares of Hologic common stock which is equal to the number of shares of common stock of the Registrant subject to such options immediately prior to the merger multiplied by 4.51174963 with a per share exercise price equal to the quotient determined by dividing the per share exercise price of such options immediately prior to the merger by 4.51174963. |
| (4) | The performance stock rights were canceled pursuant to the Merger Agreement and converted into the right to receive a payment in cash, without interest and less the amount of any required tax withholding, equal to the product of: (i) $82.75 (the per share merger consideration pursuant to the Merger Agreement); and (ii) 4,813 (which amount equals 150% of the target number of shares of common stock of the Registrant underlying the performance stock rights). |
| (5) | The performance stock rights were canceled pursuant to the Merger Agreement and converted into the right to receive a payment in cash, without interest and less the amount of any required tax withholding, equal to the product of: (i) $82.75 (the per share merger consideration pursuant to the Merger Agreement); and (ii) 8,271 (which amount equals 150% of the target number of shares of common stock of the Registrant underlying the performance stock rights). |