FORM 4
[ X ] 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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ARATA PAUL D
2. Issuer Name and Ticker or Trading Symbol

Celera CORP [ CRA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP, HR & Administration
(Last)          (First)          (Middle)

1401 HARBOR BAY PARKWAY
3. Date of Earliest Transaction (MM/DD/YYYY)

5/17/2011
(Street)

ALAMEDA, CA 94502
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy)   $10.155   5/17/2011     D   (1)       7000   (1)     (1) 6/2/2015   Common Stock   7000   $0.00   0   D    
Stock Options (Right to Buy)   $10.785   5/17/2011     D   (1)       3000   (1)     (1) 6/17/2014   Common Stock   3000   $0.00   0   D    
Stock Options (Right to Buy)   $18.895   5/17/2011     D   (1)       4000   (1)     (1) 4/8/2012   Common Stock   4000   $0.00   0   D    
Stock Options (Right to Buy)   $9.13   5/17/2011     D   (1)       4500   (1)     (1) 3/24/2013   Common Stock   4500   $0.00   0   D    
Stock Options (Right to Buy)   $15.325   5/17/2011     D   (1)       9000   (1)     (1) 1/30/2017   Common Stock   9000   $0.00   0   D    
Stock Options (Right to Buy)   $6.185   5/17/2011     D   (2)       28000   (2)     (2) 8/12/2019   Common Stock   28000   $1.815   0   D    
Stock Options (Right to Buy)   $6.66   5/17/2011     D   (3)       28000   (3)     (3) 3/8/2020   Common Stock   28000   $1.34   0   D    

Explanation of Responses:
( 1)  Celera Corporation (the "Issuer") entered into that certain Agreement and Plan of Merger, dated as of March 17, 2011, as amended, by and among the Quest Diagnostics Incorporated, Spark Acquisition Corporation (the "Purchaser") and the Issuer (the "Merger Agreement"), pursuant to which the Purchaser merged with and into the Issuer with the Issuer remaining as the surviving corporation (the "Merger"). These options to purchase common stock, par value $0.01, of the Issuer (the "Common Stock") vested on May 3, 2011 (the "Acceptance Time"), which is the date that a majority of the outstanding shares of the Issuer, as determined on a fully diluted basis, were accepted for payment by the Purchaser pursuant and subject to the terms described in the Offer to Purchase for Cash filed with the Securities and Exchange Commission on March 28, 2011 (the "Tender Offer") and the Merger Agreement. Such options were canceled at the effective time of the Merger on May 17, 2011 (the "Effective Time").
( 2)  These options, which became fully vested at the Acceptance Time, were canceled at the Effective Time in exchange for a cash payment of $50,820.00, representing the number of shares of Common Stock underlying such options multiplied by $8.00, less the aggregate price of the options.
( 3)  These options, which became fully vested at the Acceptance Time, were canceled at the Effective Time in exchange for a cash payment of $37,520.00, representing the number of shares of Common Stock underlying such options multiplied by $8.00, less the aggregate price of the options.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ARATA PAUL D
1401 HARBOR BAY PARKWAY
ALAMEDA, CA 94502


SVP, HR & Administration

Signatures
/s/ Scott Milsten, as Attorney-in-Fact for Paul D. Arata 5/18/2011
** 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 control number.
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