SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- Under the Securities Exchange Act of 1934 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Celera Corporation -------------------- (Name of Issuer) Common Stock, $.01 Par value --------------------------------------- (Title of Class of Securities) 15100E106 ------------ (CUSIP Number) March 4, 2010 ------------------------------------------------------ (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) Page 1 of 6 Pages SCHEDULE 13G CUSIP No. 15100E106 Page 2 of 6 Pages ------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON SENATOR INVESTMENT GROUP LP ------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| ------------------------------------------------------------------------------- 3) SEC USE ONLY ------------------------------------------------------------------------------- 4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ------------------------------------------------------------------------------- 5) SOLE VOTING POWER NUMBER 4,350,000 OF -------------------------------------------------- SHARES 6) SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH -------------------------------------------------- REPORTING 7) SOLE DISPOSITIVE POWER PERSON WITH 4,350,000 -------------------------------------------------- 8) SHARED DISPOSITIVE POWER 0 ------------------------------------------------------------------------------- 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,350,000 ------------------------------------------------------------------------------- 10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| ------------------------------------------------------------------------------- 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.3% ------------------------------------------------------------------------------- 12) TYPE OF REPORTING PERSON IA ------------------------------------------------------------------------------- Schedule 13G CUSIP No. 15100E106 Page 3 of 6 Pages Item 1(a). Name of Issuer: Celera Corporation Item 1(b). Address of Issuer's Principal Executive Offices: 1401 Harbor Bay Parkway Alameda, California 94502 Item 2(a). Name of Persons Filing: Senator Investment Group LP Item 2(b). Address of Principal Business Office or, if None, Residence: The principal office of Senator Investment Group LP is: 1330 Avenue of the Americas 26th Floor New York, NY 10019 Item 2(c). Citizenship: Senator Investment Group LP is a Delaware limited partnership Item 2(d). Title of Class of Securities: Common Stock, $.01 Par Value Item 2(e). CUSIP Number: 15100E106 Item 3. If this statement is filed pursuant to ss.ss. 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable Schedule 13G CUSIP No. 15100E106 Page 4 of 6 Pages Item 4. Ownership. (a) Amount beneficially owned: 4,350,000 (b) Percent of class: 5.3% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 4,350,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 4,350,000 (iv) Shared power to dispose or to direct the disposition of: 0 Senator Investment Group LP, a Delaware limited partnership, serves as investment manager to a Delaware limited partnership, two Cayman Islands limited partnerships, and a Cayman Islands company (collectively, the "Funds"), and as such, has investment discretion with respect to the Funds. -------------- (1) Percentages are based on 81,943,596 shares of common stock outstanding as of November 1, 2009 (as set forth on the Issuer's Form 10-Q, filed on NOvember 9, 2009 with the Securities and Exchange Commission). Schedule 13G CUSIP No. 15100E106 Page 5 of 6 Pages Item 5. [ ] Ownership of Five Percent or Less of a Class. Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. The partners of the Funds have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities reported herein held by the Funds in accordance with their respective ownership interests in the Funds. Senator Investment Group LP disclaims beneficial ownership of the securities included in this report and this report shall not be deemed an admission that Senator Investment Group LP is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. Schedule 13G CUSIP No. 15100E106 Page 6 of 6 Pages SIGNATURE ---------- After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated as of March 12, 2010 Senator Investment Group LP By: Edward Larmann Chief Financial Officer By: /s/ Edward Larmann --------------------------------------