QuidelOrtho Form 4 QUIDEL / Michelle A. Hodges ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hodges Michelle A.

(Last)

(First)

(Middle)

9975 SUMMERS RIDGE ROAD

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
QUIDEL CORP /DE/ [ QDEL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/27/2022		D⁽¹⁾		708	D	⁽¹⁾	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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Options	$188.95	05/27/2022		D⁽²⁾			2,105	⁽³⁾	12/01/2030	Common Stock	2,105	$0.00	0	D
Non-Qualified Stock Options	$254	05/27/2022		D⁽²⁾			1,892	⁽⁴⁾	02/01/2031	Common Stock	1,892	$0.00	0	D
Non-Qualified Stock Options	$103.36	05/27/2022		D⁽²⁾			6,438	⁽⁵⁾	01/31/2032	Common Stock	6,438	$0.00	0	D
Restricted Stock Units	⁽⁶⁾	05/27/2022		D⁽⁷⁾			714	⁽⁸⁾	⁽⁸⁾	Common Stock	714	$0.00	0	D
Restricted Stock Units	⁽⁶⁾	05/27/2022		D⁽⁷⁾			1,420	⁽⁹⁾	⁽⁹⁾	Common Stock	1,420	$0.00	0	D
Restricted Stock Units	⁽⁶⁾	05/27/2022		D⁽⁷⁾			1,260	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,260	$0.00	0	D
Restricted Stock Units	⁽⁶⁾	05/27/2022		D⁽⁷⁾			1,559	⁽¹¹⁾	⁽¹¹⁾	Common Stock	1,559	$0.00	0	D
Restricted Stock Units	⁽⁶⁾	05/27/2022		D⁽⁷⁾			11,910	⁽¹²⁾	⁽¹²⁾	Common Stock	11,910	$0.00	0	D
Restricted Stock Units	⁽⁶⁾	05/27/2022		D⁽⁷⁾			6,439	⁽¹³⁾	⁽¹³⁾	Common Stock	6,439	$0.00	0	D
Restricted Stock Units	⁽⁶⁾	05/27/2022		D⁽⁷⁾			7,256	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	7,256	$0.00	0	D
Restricted Stock Units	⁽⁶⁾	05/27/2022		D⁽⁷⁾			1,020	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	1,020	$0.00	0	D
Restricted Stock Units	⁽⁶⁾	05/27/2022		D⁽⁷⁾			204	⁽¹⁵⁾⁽¹⁶⁾	⁽¹⁵⁾⁽¹⁶⁾	Common Stock	204	$0.00	0	D

Explanation of Responses:

1. Pursuant to the Business Combination Agreement, dated as of December 22, 2021 (the "Business Combination Agreement") by and among Quidel Corporation ("Quidel"), Ortho Clinical Diagnostics Holdings plc, QuidelOrtho Corporation ("QuidelOrtho"), Orca Holdco, Inc., Laguna Merger Sub, Inc. and Orca Holdco 2, Inc., each share of common stock of Quidel beneficially owned by the Reporting Person at the effective time of the transaction contemplated by the Business Combination Agreement will be exchanged for one share of common stock of QuidelOrtho.

2. Pursuant to the Business Combination Agreement, the Quidel Non-Qualified Stock Options will be converted into an equal number of Non-Qualified Stock Options to purchase shares of common stock of QuidelOrtho on the same terms and conditions (including applicable vesting conditions).

3. 1,052 shares will vest on December 1, 2022; 526 shares will vest on December 1, 2023; and 527 shares will vest on December 1, 2024.

4. 473 shares are vested in full; the remaining 1,419 shares will vest in equal installments on February 1, 2023, February 1, 2024 and February 1, 2025.

5. 1,609 shares will vest on each of January 31, 2023 and January 31, 2024; 1,610 shares will vest on each of January 31, 2025 and January 31, 2026.

6. Each restricted stock unit represents the right to receive one share of Quidel common stock.

7. Pursuant to the Business Combination Agreement, the Quidel restricted stock units will be converted into an equal number of restricted stock units representing the right to receive shares of common stock of QuidelOrtho on the same terms and conditions (including applicable vesting conditions).

8. 714 shares will vest in equal installments on December 1, 2022, December 1, 2023 and December 1, 2024.

9. 473 shares will vest on each of February 1, 2023 and February 1, 2024; 474 shares will vest on February 1, 2025.

10. 1,260 shares will vest in equal installments on May 25, 2023, May 25, 2024 and May 25, 2025.

11. 389 shares will vest on October 15, 2022; the remaining 1,170 shares will vest in equal installments on October 15, 2023, October 15, 2024 and October 15, 2025.

12. 11,910 shares will vest in equal installments on November 8, 2022, November 8, 2023 and November 8, 2024.

13. 1,609 shares will vest on January 31, 2023; the remaining 4,830 shares will vest in equal installments on January 31, 2024, January 31, 2025 and January 31, 2026.

14. 3,628 shares will vest on January 31, 2024; the remaining 3,628 shares will vest in equal installments on January 31, 2025 and January 31, 2026.

15. Release of restricted stock units was deferred pursuant to Quidel's deferred compensation program applicable to participating employees and will occur according to the elected deferral schedule.

16. 204 shares will vest on January 31, 2023.

Remarks:

	/s/ Phillip S. Askim, attorney-in-fact for Michelle A. Hodges	06/01/2022
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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QuidelOrtho Form 4QUIDEL / Michelle A. Hodges ownership change