SEC Form 4 · accession 0001209191-17-044356
Foundation Medicine, Inc. · FMI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven J. Kafka
Officer — President & COO
Period of report
Jul 5, 2017
Accepted (ET)
Jul 7, 2017 · 4:02 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 | Jul 5, 2017 | S | 12,310 | $38.98 | D | 116,728 | D | |
| Common StockF3,F4,F5 | Jul 6, 2017 | S | 104 | $38.84 | D | 116,624 | D | |
| Common StockF3,F4,F6 | Jul 6, 2017 | S | 4,284 | $38.84 | D | 112,340 | D | |
| Common StockF7,F4,F8 | Jul 6, 2017 | S | 3,010 | $38.84 | D | 109,330 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 19, 2016.
- F2The price reported in this Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $38.55 to $40.00, 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.
- F3Represents the number of shares required to be sold by the reporting person to cover the tax withholding obligation in connection with the vesting of restricted stock units on June 30, 2017. This sale is mandated by the Issuer's election under its equity incentive plans to require the reporting person to fund this tax withholding obligation by completing a "sell to cover" transaction with a brokerage firm designated by the Issuer. This sale does not represent a discretionary trade by the reporting person.
- F4The price reported in this Column 4 is a weighted average price. The shares were sold as part of a group sale of shares in multiple transactions at prices ranging from $36.85 to $40.05, 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.
- F5The reporting person previously reported all restricted stock units granted to the reporting person on April 9, 2014 in Table I of the Form 4/A filed on May 27, 2014. As such, no adjustment to the reporting person's beneficial interest needs to be made to reflect the vesting event related to this securities sale.
- F6The reporting person previously reported restricted stock units granted to the reporting person on July 15, 2015 in Table I of the Form 4 filed on July 17, 2015. As such, no adjustment to the reporting person's beneficial interest needs to be made to reflect the vesting event related to this securities sale.
- F7Represents the number of shares required to be sold by the reporting person to cover the tax withholding obligation in connection with the vesting of restricted stock units on July 1, 2017. This sale is mandated by the Issuer's election under its equity incentive plans to require the reporting person to fund this tax withholding obligation by completing a "sell to cover" transaction with a brokerage firm designated by the Issuer. This sale does not represent a discretionary trade by the reporting person.
- F8The reporting person previously reported restricted stock units granted to the reporting person on April 1, 2016 in Table I of the Form 4 filed on April 6, 2016. As such, no adjustment to the reporting person's beneficial interest needs to be made to reflect the vesting event related to this securities sale.