SEC Form 4 · accession 0000947871-17-000664
Roka BioScience, Inc. · ROKA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Samuel D Isaly
10% Owner
ORBIMED ADVISORS LLC
10% Owner
OrbiMed Capital GP III LLC
10% Owner
Period of report
Aug 18, 2017
Accepted (ET)
Aug 22, 2017 · 8:27 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001472343
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF1,F4,F5,F7 | Aug 18, 2017 | S | 66,166 | $1.52 | D | 818,876 | I | See Footnotes |
| Common Stock, par value $0.001 per shareF1,F6,F7 | Aug 18, 2017 | S | 630 | $1.52 | D | 7,798 | I | See Footnotes |
| Common Stock, par value $0.001 per shareF2,F4,F5,F7 | Aug 21, 2017 | S | 2,952 | $1.49 | D | 815,924 | I | See Footnotes |
| Common Stock, par value $0.001 per shareF2,F6,F7 | Aug 21, 2017 | S | 28 | $1.49 | D | 7,770 | I | See Footnotes |
| Common Stock, par value $0.001 per shareF3,F4,F5,F7 | Aug 22, 2017 | S | 5,448 | $1.52 | D | 810,476 | I | See Footnotes |
| Common Stock, par value $0.001 per shareF3,F6,F7 | Aug 22, 2017 | S | 52 | $1.52 | D | 7,718 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares of the Issuer's common stock ("Shares") were sold in multiple transactions at prices ranging from $1.45 to $1.64 inclusive. Upon request, the Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission (the "SEC") full information regarding the Shares sold at each separate price within the range set forth in this footnote.
- F2The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $1.49 to $1.51 inclusive. Upon request, the Reporting Person undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares sold at each separate price within the range set forth in this footnote.
- F3The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $1.51 to $1.54 inclusive. Upon request, the Reporting Person undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares sold at each separate price within the range set forth in this footnote.
- 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.
- 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.
- F7This report on Form 4 is jointly filed by GP III, Advisors and Isaly. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (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 the Reporting Persons are beneficial owners for the purpose of Section 16 of the Exchange Act, or for any other purpose.