SEC Form 4/A · accession 0001209191-15-034079
Foundation Medicine, Inc. · FMI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Brook H Byers
Director
Period of report
Apr 7, 2015
Accepted (ET)
Apr 14, 2015 · 6:18 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 | Apr 7, 2015 | U | 12,421 | $50.00 | D | 2,510 | I | by Byers Family Trust |
| Common StockF1 | Apr 7, 2015 | U | 816 | $50.00 | D | 165 | I | by The Hampton Trust |
| Common StockF1 | Apr 7, 2015 | U | 816 | $50.00 | D | 165 | I | by The Austin 1999 Trust |
| Common StockF1,F2 | Apr 7, 2015 | U | 2,165,035 | $50.00 | D | 437,602 | I | See footnote |
| Common StockF1,F3 | Apr 7, 2015 | U | 183,159 | $50.00 | D | 37,020 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The amount reported represents the final 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. The final proration factor for the Tender Offer is 83.2%.
- 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.