Edgar Filing: WINGER DENNIS L

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 ^*

WINGER DENNIS L

2. Issuer Name and Ticker or Trading Symbol
APPLIED BIOSYSTEMS INC. [ABI]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Senior Vice President and CFO

(Last)

(First)

(Middle)

APPLIED BIOSYSTEMS INC., 301 MERRITT 7

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2008

(Street)

NORWALK, CT 06851-1070

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)
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)
Applied Biosystems Group Common Stock	11/20/2008		A		29,115	A	$ 0	161,320.2555	D
Applied Biosystems Group Common Stock	11/20/2008		F		12,560	D	$ 27.975	148,760.2555	D
Applied Biosystems Group Common Stock	11/21/2008		D		148,760.2555	D	⁽¹⁾	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

Applied Biosystems Group Employee Stock Options-Right to Buy

$ 28.2343 ⁽²⁾

11/21/2008

42,200 ⁽²⁾

⁽³⁾

06/17/2009

Applied Biosystems Group Common Stock

42,200 ⁽²⁾

⁽²⁾

Applied Biosystems Group Employee Stock Options-Right to Buy

$ 28.2343 ⁽²⁾

11/21/2008

42,200 ⁽²⁾

⁽³⁾

06/17/2009

Applied Biosystems Group Common Stock

42,200 ⁽²⁾

⁽²⁾

Applied Biosystems Group Employee Stock Options-Right to Buy

$ 27.1875 ⁽²⁾

11/21/2008

100,000 ⁽²⁾

⁽³⁾

05/13/2009

Applied Biosystems Group Common Stock

100,000 ⁽²⁾

⁽²⁾

Applied Biosystems Group Employee Stock Options-Right to Buy

$ 55.0625 ⁽²⁾

11/21/2008

42,200 ⁽²⁾

⁽³⁾

12/27/2009

Applied Biosystems Group Common Stock

42,200 ⁽²⁾

⁽²⁾

Applied Biosystems Group Employee Stock Options-Right to Buy

$ 55.0625 ⁽²⁾

11/21/2008

42,200 ⁽²⁾

⁽³⁾

12/27/2009

Applied Biosystems Group Common Stock

42,200 ⁽²⁾

⁽²⁾

Applied Biosystems Group Employee Stock Options-Right to Buy

$ 100.4688 ⁽²⁾

11/21/2008

100,000 ⁽²⁾

⁽³⁾

03/17/2010

Applied Biosystems Group Common Stock

100,000 ⁽²⁾

⁽²⁾

Applied Biosystems Group Employee Stock Options-Right to Buy

$ 100.4688 ⁽²⁾

11/21/2008

42,200 ⁽²⁾

⁽³⁾

03/17/2010

Applied Biosystems Group Common Stock

42,200 ⁽²⁾

⁽²⁾

Applied Biosystems Group Employee Stock Options-Right to Buy

$ 61.4063 ⁽²⁾

11/21/2008

42,200 ⁽²⁾

⁽³⁾

06/15/2010

Applied Biosystems Group Common Stock

42,200 ⁽²⁾

⁽²⁾

Applied Biosystems Group Employee Stock Options-Right to Buy

$ 34.625 ⁽²⁾

11/21/2008

56,000 ⁽²⁾

⁽³⁾

01/30/2017

Applied Biosystems Group Common Stock

56,000 ⁽²⁾

⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WINGER DENNIS L APPLIED BIOSYSTEMS INC. 301 MERRITT 7 NORWALK, CT 06851-1070			Senior Vice President and CFO

Signatures

/s/ Thomas P. Livingston, Attorney-In-Fact for Dennis L. Winger		11/24/2008
^**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)	On November 21, 2008, the issuer was acquired by Invitrogen Corporation (renamed Life Technologies Corporation) pursuant to an Agreement and Plan of Merger dated as of June 11, 2008 (as amended, the "merger agreement"). All shares of the issuer's Applied Biosystems Group common stock ("ABI stock") held by the reporting person at the time of the merger were exchanged for merger consideration pursuant to the merger agreement. The merger consideration consists of the right to receive, at the election of each stockholder, either (1) $17.10 in cash and 0.4543 of a share of Life Technologies common stock (plus an additional cash payment of $1.05 per share paid as a merger consideration adjustment due to the trading price of ABI stock during a specified period of time prior to the merger), (2) $38 in cash, or (3) 0.8261 shares of Life Technologies common stock (plus an additional cash payment of $1.91 paid as a merger consideration adjustment due to the trading price of ABI stock during a specified period of time prior to the merger), in the case of (2) and (3) subject to proration in accordance with the merger agreement.
(2)	Pursuant to the merger agreement, upon completion of the merger each outstanding award of options to purchase shares of ABI stock was converted into an award to purchase shares of Life Technologies Corporation common stock. Each new stock option award became an award to purchase shares of Life Technologies common stock in an amount equal to the product of (x) 0.8698, multiplied by (y) the number of shares of ABI stock underlying the stock option award outstanding as of closing (rounded down to the nearest share). The exercise price per share of each converted option is equal to the exercise price per share of the option prior to conversion divided by the exchange ratio of 0.8698 (rounded up to the nearest cent).
(3)	All of these ABI stock options were fully vested and free from all restrictions upon the completion of the merger described in Note 1 above. Some of the options held by the reporting person and reported in Table II had vested at various dates prior to the merger. Pursuant to the merger agreement, options that had not vested prior to the merger became fully vested upon completion of the merger.

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