SEC Form 4 · accession 0001209191-15-023491
Foundation Medicine, Inc. · FMI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael J Pellini
Officer — President & CEO · Director
Period of report
Mar 4, 2015
Accepted (ET)
Mar 6, 2015 · 4:05 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 4, 2015 | M | 118,516 | $0.84 | A | 538,516 | D | |
| Common StockF2 | Mar 4, 2015 | S | 66,539 | $47.4067 | D | 471,977 | D | |
| Common Stock | Mar 5, 2015 | M | 22,693 | $0.84 | A | 494,670 | D | |
| Common Stock | Mar 5, 2015 | M | 67,200 | $0.84 | A | 561,870 | D | |
| Common Stock | Mar 5, 2015 | M | 38,276 | $4.16 | A | 600,146 | D | |
| Common Stock | Mar 5, 2015 | M | 21,875 | $7.12 | A | 622,021 | D | |
| Common StockF3 | Mar 5, 2015 | S | 86,761 | $47.1042 | D | 535,260 | 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)F4 | $0.84 | Mar 4, 2015 | M | 118,516 | D | — | Jan 10, 2022 | common stock | 118,516 | 29,642 | D |
| stock option (right to buy)F4 | $0.84 | Mar 5, 2015 | M | 22,693 | D | — | Jan 10, 2022 | common stock | 22,693 | 6,949 | D |
| stock option (right to buy)F5 | $0.84 | Mar 5, 2015 | M | 67,200 | D | — | Mar 27, 2022 | common stock | 67,200 | 30,548 | D |
| stock option (right to buy)F6 | $4.16 | Mar 5, 2015 | M | 38,276 | D | — | Mar 7, 2023 | common stock | 38,276 | 49,224 | D |
| stock option (right to buy)F7 | $7.12 | Mar 5, 2015 | M | 21,875 | D | — | May 21, 2023 | common Stock | 21,875 | 65,625 | 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 $47.25 to $47.60, 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.
- F3The price reported in this Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $46.85 to $47.60, inclusive. The reporting person undertakes to provide 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 price within the ranges set forth in this footnote.
- F4This option was granted on January 10, 2012. Twenty-five percent vested on May 9, 2012 and the remaining shares vest over each successive quarter thereafter until fully vested on May 9, 2015.
- F5This option was granted on March 27, 2012. Twenty-five percent vested on March 27, 2013 and an additional 6.25% vests each successive quarter thereafter until fully vested on March 27, 2016.
- F6This option was granted on March 7, 2013 and vests in equal quarterly installments beginning on June 7, 2013 until fully vested on March 7, 2017.
- F7This 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.