Edgar Filing: ROSENMAN HERM

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ROSENMAN HERM

2. Issuer Name and Ticker or Trading Symbol
GEN PROBE INC [GPRO]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Senior VP, Finance & CFO

(Last)

(First)

(Middle)

GEN-PROBE INCORPORATED, 10210 GENETIC CENTER DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2012

(Street)

SAN DIEGO, CA 92121

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/01/2012		D		26,145 ⁽¹⁾	D	$ 82.75	0	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 29.525

08/01/2012

50,288

⁽²⁾

08/15/2013

Common Stock

50,288

$ 53.225 ⁽²⁾

Stock Option (Right to Buy)

$ 36.59

08/01/2012

25,000

⁽²⁾

09/13/2014

Common Stock

25,000

$ 46.16 ⁽²⁾

Stock Option (Right to Buy)

$ 42.5

08/01/2012

20,000

⁽²⁾

10/17/2015

Common Stock

20,000

$ 40.25 ⁽²⁾

Stock Option (Right to Buy)

$ 49.29

08/01/2012

20,000

⁽²⁾

08/15/2013

Common Stock

20,000

$ 33.46 ⁽²⁾

Stock Option (Right to Buy)

$ 60.82

08/01/2012

20,000

⁽²⁾

08/15/2014

Common Stock

20,000

$ 21.93 ⁽²⁾

Stock Option (Right to Buy)

$ 60.15

08/01/2012

15,000

⁽²⁾

08/15/2015

Common Stock

15,000

$ 22.6 ⁽²⁾

Stock Option (Right to Buy)

$ 38.51

08/01/2012

13,000

⁽²⁾

08/17/2016

Common Stock

13,000

$ 44.24 ⁽²⁾

Stock Option (Right to Buy)

$ 42.66

08/01/2012

30,100

⁽²⁾

02/10/2017

Common Stock

30,100

$ 40.09 ⁽²⁾

Stock Option (Right to Buy)

$ 63.8

08/01/2012

25,173

⁽²⁾

02/10/2018

Common Stock

25,173

$ 18.95 ⁽²⁾

Stock Option (Right to Buy)

$ 69.22

08/01/2012

19,468

⁽³⁾

02/10/2019

Common Stock

19,468

⁽⁴⁾

Performance Stock Rights

$ 0

08/01/2012

2,860

⁽⁵⁾

02/10/2014

Common Stock

2,860

⁽⁵⁾

Performance Stock Rights

$ 0

08/01/2012

7,984

⁽⁶⁾

02/10/2015

Common Stock

7,984

⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ROSENMAN HERM GEN-PROBE INCORPORATED 10210 GENETIC CENTER DRIVE SAN DIEGO, CA 92121			Senior VP, Finance & CFO

Signatures

/s/ Andrew S. Greenhalgh, Attorney-in-Fact		08/02/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	The amount reported includes an aggregate of 211 shares of common stock acquired under the Registrant's Employee Stock Purchase Plan since the Reporting Person last filed a Form 4 with the Securities and Exchange Commission.
(2)	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.
(3)	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.
(4)	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.
(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) 4,290 (which amount equals 150% of the target number of shares of common stock of the Registrant underlying the performance stock rights).
(6)	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) 5,988 (which amount equals 150% of the target number of shares of common stock of the Registrant underlying the performance stock rights).

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