SEC Form 4 · accession 0000947871-16-001510

Roka BioScience, Inc. · ROKA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jonathan Silverstein

Director · 10% Owner

Period of report

Sep 21, 2016

Accepted (ET)

Sep 23, 2016 · 4:25 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 Stock^{F3,F4,F5,F7,F1}	—	Sep 21, 2016	P	3,962	A	—	—	Common Stock	5,660,377	3,962	I
Series A Convertible Preferred Stock^F3,F6,F7,F1	—	Sep 21, 2016	P	38	A	—	—	Common Stock	53,909	38	I
Warrants^{F3,F4,F5,F7,F2}	—	Sep 21, 2016	P	5,660,377	A	—	—	Common Stock	5,660,377	5,660,377	I
Warrants^F3,F6,F7,F2	—	Sep 21, 2016	P	53,909	A	—	—	Common Stock	53,909	53,909	I

Explanation of responses

F1Represents shares of Series A Convertible Preferred Stock, par value $0.001 per share ("Preferred Shares"). Upon receipt by the Issuer of shareholder approval as specified in the Certificate of Designation of Preferences, Rights and Limitations for the Preferred Shares, each Preferred Share will automatically convert into a number of shares of the Issuer's common stock, par value $0.001 per share ("Common Shares"), determined by dividing the stated value of each Preferred Share (which is $1,000) by $0.70. Such conversion is reflected in the amount of Common Shares reported in column 7 as underlying the security.
F2Represents warrants ("Warrants") to purchase Common Shares. The Warrants are immediately exercisable when issued, are exercisable for five years from the date of issuance and have an exercise price of $0.70 per Common Share.
F3The purchase price for Preferred Shares and associated Warrants was $1,000 per share.
F4These securities are held of record by OrbiMed Private Investments III, LP ("OPI III") and may be deemed to be indirectly beneficially owned by OrbiMed Capital GP III LLC ("GP III"), OrbiMed Advisors LLC ("Advisors") and Samuel D. Isaly ("Isaly"). GP III is the sole general partner of OPI III. Advisors, a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP III. By virtue of such relationships, GP III and Advisors may be deemed to have voting and investment power with respect to the securities held by OPI III noted above. The Reporting Person is a member of Advisors.
F5Isaly, a natural person, may also be deemed to have voting and investment power with respect to the securities held by OPI III noted above in his capacity as the managing member of, and holder of a controlling interest, in Advisors. As a result, each of GP III, Advisors and Isaly may be deemed to have beneficial ownership of the securities held by OPI III.
F6These securities are held of record by OrbiMed Associates III, LP ("Associates III") and may be deemed to be indirectly beneficially owned by Advisors and Isaly. Advisors is the sole general partner of Associates III. Isaly is the managing member of, and holder of a controlling interest in, Advisors. By virtue of such relationship, Advisors and Isaly may be deemed to have voting and investment power with respect to the securities held by Associates III noted above. As a result, each of Advisors and Isaly may be deemed to have beneficial ownership of the securities held by Associates III.
F7Each of the Reporting Person, GP III, Advisors, and Isaly disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person, including the Reporting Person, is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.