SEC Form 4 · accession 0001209191-16-142663

Roka BioScience, Inc. · ROKA

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

A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).

Reporting owner

10% Owner

Period of report

Sep 21, 2016

Accepted (ET)

Sep 23, 2016 · 5:10 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^F1	holding	—	—		—	3,216,810	I	See Note 1

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Convertible Preferred Stock^F3,F1,F2	$0.70	Sep 21, 2016	P	4,000	A	—	—	Common Stock	4,000	4,000	I
Warrant to Purchase Common Stock (right to buy)^F3,F1	$0.70	Sep 21, 2016	P	5,714,286	A	Sep 21, 2016	Sep 21, 2021	Common Stock	5,714,286	5,714,286	I

F1The Reporting Person is a director of NEA 13 GP, LTD, which is the sole general partner of NEA Partners 13, L.P. ("NEA Partners 13"). NEA Partners 13 is the sole general partner of New Enterprise Associates 13, L.P. ("NEA 13"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 13 shares in which the Reporting Person has no pecuniary interest.
F2Pursuant to the terms of the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock and the lock up agreement dated September 21, 2016, NEA 13's Series A Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Shares") automatically converts, upon receipt by the Company of shareholder approval, into shares of the Company's common stock, par value $0.001 (the "Common Shares") at a conversion price of $0.70 per share. The Series A Preferred Shares have no expiration date.
F3NEA 13 purchased 4,000 Shares of Series A Preferred Shares and five-year warrants to purchase 5,714,286 Common Shares at a purchase price of $1,000 per unit pursuant to a Securities Purchase Agreement dated September 16, 2016, with a closing date of September 21, 2016 for a total of $4,000,000.