SEC Form 4 · accession 0001209191-15-033433
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).
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 StockF1,F2 | Apr 7, 2015 | U | 2,100,328 | $50.00 | D | 502,309 | D | |
| Common StockF1,F3 | Apr 7, 2015 | U | 177,684 | $50.00 | D | 42,495 | 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 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. All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The managing member of KPCB XIV Founders Fund, LLC 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 persons disclaim 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 the reporting persons are the beneficial owners of these shares for purposes of Section 16 or for any other purpose.