SEC Form 4 · accession 0000903423-16-001331
Roka BioScience, Inc. · ROKA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Sep 21, 2016
Accepted (ET)
Oct 31, 2016 · 5:25 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001472343
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF2,F1,F5,F6,F3 | — | Sep 21, 2016 | P | 4,000 | A | — | — | Common Stock | 571,429 | 4,000 | I |
| Warrants (right to buy)F2,F1,F5,F6,F4 | — | Sep 21, 2016 | P | 571,429 | A | — | — | Common Stock | 571,429 | 571,429 | I |
Explanation of responses
- F1David Bonderman and James G. Coulter are sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Biotechnology GenPar III Advisors, LLC, which is the general partner of TPG Biotechnology GenPar III, L.P., which is the general partner of TPG Biotechnology Partners III, L.P. ("TPG Biotech III").
- F2Pursuant to the securities purchase agreement, dated as of September 16, 2016 (the "Purchase Agreement"), by and among Roka Bioscience, Inc. (the "Issuer"), TPG Biotech III and the other purchasers identified therein, TPG Biotech III acquired, for an aggregate purchase price of $4,000,000, 4,000 shares of Series A Convertible Preferred Stock of the Issuer (the "Series A Preferred Shares") and a Common Stock Purchase Warrant of the Issuer (the "Warrant").
- F3Pursuant to the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the "Certificate of Designation") filed by the Issuer with the Secretary of State of the State of Delaware on September 21, 2016, each Series A Preferred Share converts, either at the option of each holder or automatically upon receipt by the Issuer of Shareholder Approval (as defined in the Certificate of Designation), into a number of shares of Common Stock of the Issuer, par value $0.001 per share ("Common Stock"), determined by dividing $1,000 by an initial conversion price of $0.70 per share, subject to adjustment in the event of stock splits, dividends or similar transactions. The initial conversion price was adjusted as a result of the one-for ten reverse stock split of the Common Stock effected on October 11, 2016 (the "Stock Split").
- F4The Warrant was initially exercisable for up to 5,714,285.71 shares of Common Stock at an exercise price equal to $0.70 per share of Common Stock, subject to adjustments as provided under the terms of the Warrant. The number of shares of Common Stock issuable upon exercise of the Warrant and the exercise price were adjusted as a result of the Stock Split. The Warrant is exercisable for five years from its September 21, 2016 issuance date.
- F5Because of the relationship between the Reporting Persons and TPG Biotech III, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Biotech III. Each of TPG Biotech III and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or such TPG Fund's pecuniary interest therein, if any.
- F6Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Remarks
(7) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (8) Clive Bode is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission.