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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 | ||||||||
| Incentive Stock Option (right to buy) | $ 8.52 | 04/08/2005 | A | 25,000 | 04/08/2014(5) | 04/08/2015 | Common Stock | 25,000 | $ 0 | 25,000 | D | ||||
| Incentive Stock Option (right to buy) | $ 8.52 | 04/08/2005 | 04/08/2005 | A | 25,000 | 04/08/2014(5) | 04/08/2015 | Common Stock | 25,000 | $ 0 | 50,000 | D | |||
| Incentive Stock Option (right to buy) | $ 8.52 | 04/08/2005 | 04/08/2005 | A | 25,000 | 04/08/2014(5) | 04/08/2015 | Common Stock | 25,000 | $ 0 | 75,000 | D | |||
| Incentive Stock Option (right to buy) | $ 8.52 | 04/08/2005 | 04/08/2005 | A | 25,000 | 04/08/2014(5) | 04/08/2015 | Common Stock | 25,000 | $ 0 | 100,000 | D | |||
| Non-Qualified Stock Option (right to buy) | $ 1.833 | 04/08/2005 | 04/08/2005 | A | 10,761 (6) | 04/08/2005(7) | 04/08/2015 | Common Stock | 10,761 | $ 0 | 10,761 | D | |||
| Non-Qualified Stock Option (right to buy) | $ 8.52 | 04/08/2005 | 04/08/2005 | A | 100,000 | 05/08/2005(8) | 04/08/2015 | Common Stock | 100,000 | $ 0 | 100,000 | D | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Kersey Alan 9885 TOWNE CENTRE DRIVE SAN DIEGO, CA 92121 |
V.P. & Site Manager | |||
| By: Connie Brick For: Alan D. Kersey | 04/12/2005 | |
| **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) | Received in exchange for 49 shares of common stock of CyVera Corporation, a Delaware corporation ("CyVera"), in connection with the merger of CyVera into a wholly-owned subsidiary of Illumina (the "Merger"). The merger agreement, which was entered into as of February 22, 2005 (the "Merger Agreement"), placed a value on Illumina's common stock of $9.1809 per share. |
| (2) | Of the 67,051 shares, 10,556 shares are currently being held in escrow and are subject to forfeiture during the one-year period following the Merger to satisfy claims arising as a result of CyVera's breach of any of its representations and warranties or covenants in the Merger Agreement. |
| (3) | Received in exchange for 2 shares of CyVera's common stock, in connection with the Merger. The Merger Agreement placed a value on Illumina's common stock of $9.1809 per share. |
| (4) | Of the 2,736 shares, 431 shares are currently being held in escrow and are subject to forfeiture during the one-year period following the Merger to satisfy claims arising as a result of CyVera's breach of any of its representations and warranties or covenants in the Merger Agreement. |
| (5) | One-twelfth (1/12) of the Shares subject to the Option become exercisable on the date indicated above unless specific milestones are met before that date and are subject to Reporting Person's continuing to be a Service Provider on such date. An additional one-twelfth (1/12) of the Shares subject to the Option shall become exercisable each full month thereafter, subject to Reporting Person's continuing to be a Service Provider on such date. |
| (6) | Received pursuant to the Merger Agreement in exchange for an employee stock option to acquire 7.864 shares of CyVera's common stock at an exercise price of $2,508 per share. |
| (7) | 2,742 of the shares subject to the option are exercisable on the date indicated. Of the 8,019 remaining option shares, 243 shares become exercisable at the end of each month beginning April 31, 2005, subject to the reporting person's continuing to be a Service Provider on such dates; however, the option may become fully exercisable under certain circumstances. |
| (8) | One -sixtieth (1/60) of the Shares subject to the Option become exercisable on the date indicated above, subject to Optionee's continuing to be a Service Provider on such date. An additional one -sixtieth (1/60) of the Shares subject to the Option shall become exercisable each full month therafter, subject to Optionee's continuing to be a Service Provider on such date. |