SEC Form 4 · accession 0001209191-15-022917
Foundation Medicine, Inc. · FMI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Vincent A. Miller
Officer — Chief Medical Officer
Period of report
Mar 3, 2015
Accepted (ET)
Mar 5, 2015 · 4:11 pm EST
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 Stock | Mar 3, 2015 | M | 14,058 | $0.84 | A | 113,120 | D | |
| Common Stock | Mar 3, 2015 | M | 3,000 | $0.84 | A | 116,120 | D | |
| Common StockF2 | Mar 3, 2015 | S | 17,058 | $47.8143 | D | 99,062 | D | |
| Common Stock | Mar 3, 2015 | M | 4,813 | $0.84 | A | 103,875 | D | |
| Common Stock | Mar 3, 2015 | M | 5,467 | $4.16 | A | 109,342 | D | |
| Common Stock | Mar 3, 2015 | M | 3,125 | $7.12 | A | 112,467 | D | |
| Common Stock | Mar 3, 2015 | M | 2,348 | $29.94 | A | 114,815 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| stock option (right to buy)F3 | $0.84 | Mar 3, 2015 | M | 14,058 | D | — | Jan 10, 2022 | Common Stock | 14,058 | 10,942 | D |
| stock option (right to buy)F4 | $0.84 | Mar 3, 2015 | M | 7,813 | D | — | Jan 10, 2022 | Common Stock | 7,813 | 17,187 | D |
| stock option (right to buy)F5 | $4.16 | Mar 3, 2015 | M | 5,467 | D | — | Mar 7, 2023 | common stock | 5,467 | 7,033 | D |
| stock option (right to buy)F6 | $7.12 | Mar 3, 2015 | M | 3,125 | D | — | May 21, 2023 | common stock | 3,125 | 9,375 | D |
| stock option (right to buy)F7 | $29.94 | Mar 3, 2015 | M | 2,348 | D | — | Apr 9, 2024 | common stock | 2,348 | 8,381 | D |
Explanation of responses
- F1The sale reported in this Form 4 was effected to cover the tax liabilities of the reporting person in connection with the exercise of the stock options referenced herein. The reporting person exercised such stock options in order to participate in the tender offer commenced by Roche Holdings, Inc. on February 2, 2015.
- F2The price reported in this Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $47.75 to $48.05, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote.
- F3This option was granted on January 10, 2012 and vests in equal quarterly installments beginning on December 31, 2012 until fully vested on September 30, 2016.
- F4This option was granted on January 10, 2012 and vests in equal quarterly installments beginning on December 31, 2013 until fully vested on September 30, 2017.
- F5This option was granted on March 7, 2013 and vests in equal quarterly installments beginning June 7, 2013 until fully vested on March 7, 2017.
- F6This option was granted on May 21, 2013 and vests in equal quarterly installments beginning on April 1, 2014 until fully vested on January 1, 2018.
- F7This option was granted on April 9, 2014 and vests in equal quarterly installments beginning June 30, 2014 until fully vested on March 31, 2018.