SEC Form 4 · accession 0001012975-15-000282
Foundation Medicine, Inc. · FMI
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 owners
THIRD ROCK VENTURES LP
10% Owner
TRV GP, LLC
10% Owner
Third Rock Ventures GP, L.P.
10% Owner
Period of report
Apr 7, 2015
Accepted (ET)
Apr 9, 2015 · 4:41 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,F2 | Apr 7, 2015 | S | 3,976,278 | $50.00 | D | 950,956 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The amount reported represents the estimated number of shares sold by Third Rock Ventures, L.P. ("TRV") in connection with the tender offer for shares of Common Stock of the Issuer (the "Tender Offer") by Roche Holdings, Inc. ("Roche"). Roche will purchase only a prorated portion of the shares properly tendered by each tendering stockholder. Based on a preliminary count reported by Roche, the preliminary proration factor for the Tender Offer is approximately 80.7%. An amended Form 4 will be filed to report the number of shares actually sold by TRV in connection with the Tender Offer once the final proration factor is determined
- F2The shares are directly held by TRV. The general partner of TRV is Third Rock Ventures GP, L.P. ("TRV GP"). The general partner of TRV GP is TRV GP, LLC ("TRV GP LLC") and, as such, each of TRV GP and TRV GP LLC exercises shared voting and investment power over the shares held of record by TRV. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of their pecuniary interest therein, if any.