QuidelOrtho Form 4 QUIDEL / Matthew Strobeck 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^*

Strobeck Matthew

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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⁾		6,533	D	⁽¹⁾	0	D
Common Stock	05/27/2022		D⁽¹⁾		16,630	D	⁽¹⁾	0	I	UGMA Account⁽²⁾
Common Stock	05/27/2022		D⁽¹⁾		38,145	D	⁽¹⁾	0	I	Birchview⁽³⁾

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	$53.27	05/27/2022		D⁽⁴⁾			259	⁽⁵⁾	04/04/2028	Common Stock	259	$0.00	0	D
Restricted Stock Units	⁽⁶⁾	05/27/2022		D⁽⁷⁾			875	⁽⁸⁾	⁽⁸⁾	Common Stock	875	$0.00	0	D
Restricted Stock Units	⁽⁶⁾	05/27/2022		D⁽⁷⁾			262	⁽⁸⁾	⁽⁸⁾	Common Stock	262	$0.00	0	D
Restricted Stock Units	⁽⁶⁾	05/27/2022		D⁽⁷⁾			427	⁽⁸⁾	⁽⁸⁾	Common Stock	427	$0.00	0	D
Restricted Stock Units	⁽⁶⁾	05/27/2022		D⁽⁷⁾			85	⁽⁸⁾	⁽⁸⁾	Common Stock	85	$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. The Reporting Person is custodian under the Uniform Gift to Minor Act of 16,630 shares held by four of the Reporting Person's children. The Reporting Person disclaims beneficial ownership of these shares, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

3. The Reporting Person has sole voting and dispositive power with respect to shares held by Birchview Fund, LLC in his capacity as the Chief Executive Officer of such entity. The Reporting Person disclaims beneficial ownership of the shares held by Birchview Fund, LLC except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

4. 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).

5. Vested in full.

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

Remarks:

	/s/ Phillip S. Askim, attorney-in-fact for Matthew Strobeck	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.
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 Number.

QuidelOrtho Form 4QUIDEL / Matthew Strobeck ownership change