SEC Form 4 · accession 0000950103-18-009381
Foundation Medicine, Inc. · FMI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3,F1,F4,F6 | Jul 31, 2018 | P | 13,877,949 | $137.00 | A | 34,482,237 | D | |
| Common StockF2,F1,F4,F6 | Jul 31, 2018 | P | 2,343,078 | $137.00 | A | 36,825,315 | D | |
| Common StockF1,F5,F6 | holding | — | — | — | 414,823 | D |
Table II — derivative securities
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 Agreement and Plan of Merger entered into between Holdings, 062018 Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Holdings ("Purchaser") and the Issuer, dated June 18, 2018 (the "Merger Agreement"), on (a) July 2, 2018, Purchaser commenced a tender offer (the "Tender Offer") to purchase all of the outstanding shares of Common Stock of the Issuer not already owned by Parent and its affiliates; (b) immediately after midnight on July 31, 2018, Holdings consummated the Tender Offer to purchase 13,877,949 shares of Common Stock of the Issuer; and (c) also on July 31, 2018, Purchaser merged with and into the Issuer, with the Issuer surviving (the "Merger").
- F3Includes certain shares to be delivered pursuant to a notice of guaranteed delivery.
- F4Holdings 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.
- F5Finance 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.
- F6Each 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 previously entered into between Holdings and the Issuer, dated January 11, 2015, and the Investor Rights Agreement, dated January 11, 2015, between the Issuer, Holdings and the other parties thereto, the following three individuals appointed by Holdings were elected to, and remain members of, the Board of Directors of the Issuer: Daniel O'Day, Sandra Horning, M.D. and Michael D. Varney, Ph.D. Effective as of the effective time of the Merger, the members of the Board of Directors of the Issuer will all resign. Pursuant to the Merger Agreement, the Board of Directors of the Issuer immediately following the effectiveness of the Merger will be composed of the former members of the Board of Directors of Purchaser: Daniel O'Day, Sean Johnston and Troy Cox. 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.