SEC Form 4 · accession 0000903423-15-000388
Foundation Medicine, Inc. · FMI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Google Inc.
10% Owner
Google Ventures 2011, L.P.
10% Owner
Google Ventures 2011 GP, L.L.C.
10% Owner
Period of report
Jun 11, 2015
Accepted (ET)
Jun 15, 2015 · 8:10 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001488613
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F4,F5 | Jun 11, 2015 | S | 15,734 | $35.14 | D | 168,126 | I | See footnotes |
| Common StockF2,F4,F5 | Jun 12, 2015 | S | 53,645 | $33.72 | D | 114,481 | I | See footnotes |
| Common StockF3,F4,F5 | Jun 15, 2015 | S | 114,481 | $32.33 | D | 0 | 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 were sold in multiple transactions at prices ranging from $34.90 to $35.42, inclusive. The Reporting Persons undertake to provide to Foundation Medicine, Inc., any security holder of Foundation Medicine, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2) and (3) to this Form 4.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.00 to $35.26, inclusive.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 to $32.71, inclusive.
- F4Google Inc., the managing member of Google Ventures 2011 GP, L.L.C., may each have been deemed to have sole power to vote and dispose of these shares. Each of Google Ventures 2011 GP, L.L.C. and Google Inc. disclaim beneficial ownership of the shares except to the extent of any pecuniary interest therein.
- F5Solely as a result of the Investor Rights Agreement filed as Exhibit 4.1 of the Form 8-K filed by Issuer with the Securities and Exchange Commission on January 12, 2015, the Reporting Persons may have been deemed to have beneficial ownership of the (a) 20,604,288 shares directly held by Roche Holdings, Inc., an indirect wholly owned subsidiary of Roche Holding Ltd ("Roche" and together with Roche Holdings, Inc. and Roche Finance Ltd, the "Roche Entities"), (b) 414,823 shares directly held by Roche Finance Ltd, a wholly owned subsidiary of Roche and (c) shares previously held by Third Rock Ventures, L.P. ("TRV"). Google Ventures 2011, L.P. no longer holds shares of the Issuer and, accordingly, the Reporting Persons may not be deemed to beneficially own shares directly held by the Roche Entities or TRV. The Reporting Persons disclaim beneficial ownership of any shares of Issuer held by any of the Roche Entities and TRV.