SEC Form 4 · accession 0000950103-15-002868
Foundation Medicine, Inc. · FMI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
ROCHE HOLDING LTD
Director · 10% Owner · Other
ROCHE HOLDINGS INC
Director · 10% Owner · Other
ROCHE FINANCE LTD
Director · 10% Owner · Other
Period of report
Apr 7, 2015
Accepted (ET)
Apr 9, 2015 · 8:54 am 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 StockF2,F1,F3,F5 | Apr 7, 2015 | A | 5,000,000 | $50.00 | A | 5,000,000 | D | |
| Common StockF2,F1,F3,F5 | Apr 7, 2015 | P | 15,604,288 | $50.00 | A | 20,604,288 | D | |
| Common StockF1,F4,F5 | holding | — | — | — | 414,823 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This statement is being filed jointly by Roche Holdings, Inc. ("Holdings"), Roche Finance Ltd ("Finance") and Roche Holding Ltd ("Parent" and, together with Holdings and Finance, the "Reporting Persons"). Holdings is a wholly owned subsidiary of Finance, which is a wholly owned subsidiary of Parent. Additionally, the Reporting Persons understand that certain shareholders of Parent are party to a shareholder pooling agreement with respect to a significant portion of (but not a majority of) the issued shares of Parent.
- F2Pursuant to the Transaction Agreement entered into between Holdings and the Issuer, dated January 11, 2015 (the "Transaction Agreement"), on April 7, 2015, (a) Holdings made a primary investment of $250 million in cash to purchase 5 million newly issued shares of Common Stock of the Issuer (the "Issuance") and (b) Holdings consummated a tender offer to purchase up to 15,604,288 shares of Common Stock of the Issuer (the "Tender Offer" and, together with the Issuance, the "Investment").
- F3Holdings is the direct beneficial owner of these shares of Common Stock of the Issuer. Finance and Parent are indirect beneficial owners of these shares of Common Stock of the Issuer.
- F4Finance is the direct beneficial owner of these shares of Common Stock of the Issuer. Parent is the indirect beneficial owner of these shares of Common Stock of the Issuer.
- F5Each Reporting Person disclaims beneficial ownership of the securities reported in Table I except to the extent of its pecuniary interest therein, if any. Each Reporting Person also disclaims beneficial ownership of any shares of Common Stock of the Issuer that may be or are beneficially owned by any other person or persons other than such Reporting Person. This Form 4 shall not be deemed an admission that any Reporting Person or other person is a beneficial owner of any shares of Common Stock of the Issuer for any purpose, other than the securities reported in Table I of this Form 4.
Remarks
Pursuant to the Transaction Agreement and the Investor Rights Agreement, dated January 11, 2015, between the Issuer, Holdings and the other parties thereto, upon consummation of the Investment, the following three individuals appointed by Holdings were elected to the Board of Directors of the Issuer: Daniel O'Day, Sandra Horning, M.D. and Michael D. Varney, Ph.D. Holdings is a wholly owned subsidiary of Finance, which is a wholly owned subsidiary of Parent. Accordingly, each of the Reporting Persons may be deemed a "director by deputization" of the Issuer.