SEC Form 4 · accession 0001209191-15-033432

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 owner

Brook H Byers

Director

Period of report

Apr 7, 2015

Accepted (ET)

Apr 9, 2015 · 5:00 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 Stock^F1	Apr 7, 2015	U	12,049	$50.00	D	2,882	I	Byers Family Trust
Common Stock^F1	Apr 7, 2015	U	791	$50.00	D	190	I	The Hampton Trust
Common Stock^F1	Apr 7, 2015	U	791	$50.00	D	190	I	The Austin 1999 Trust
Common Stock^F1,F2	Apr 7, 2015	U	2,100,328	$50.00	D	502,309	I	See footnote
Common Stock^F1,F3	Apr 7, 2015	U	177,684	$50.00	D	42,495	I	See footnote

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 the reporting person 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%. If necessary, an amended Form 4 will be filed to report the number of shares actually sold by the reporting person in connection with the Tender Offer once the final proration factor is determined.
F2The shares are directly held by Kleiner Perkins Caufield & Byers XIV, LLC ("KPCB XIV"). All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The managing member of KPCB XIV is KPCB XIV Associates, LLC ("XIV Associates"). The voting and dispositive control over the shares is shared by individual managing members of XIV Associates, none of whom has veto power.
F3The shares are directly held by KPCB XIV Founders Fund, LLC ("KPCB XIV FF"). All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The managing member of KPCB XIV FF is XIV Associates. The voting and dispositive control over the shares is shared by individual managing members of XIV Associates, none of whom has veto power.

Remarks

The Reporting Person is a managing member of XIV Associates. The Reporting Person disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that he is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.