SEC Form 4 · accession 0001209191-18-022887
Foundation Medicine, Inc. · FMI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert W. Hesslein
Officer — SVP and General Counsel
Period of report
Apr 1, 2018
Accepted (ET)
Apr 3, 2018 · 4:11 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 1, 2018 | A | 8,621 | $78.75 | A | 106,964 | D | |
| Common Stock | Apr 2, 2018 | M | 2,344 | $7.12 | A | 109,308 | D | |
| Common StockF2,F3,F4 | Apr 2, 2018 | S | 1,585 | $74.88 | D | 107,723 | 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)F5 | $7.12 | Apr 2, 2018 | M | 2,344 | D | — | May 21, 2023 | Common Stock | 2,344 | 0 | D |
Explanation of responses
- F1Represents restricted stock units issued pursuant to a Restricted Stock Unit Award Agreement and the Issuer's 2013 Stock Option and Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The restricted stock units vest in equal quarterly installments over a three-year period with the first installment vesting on July 1, 2018.
- F2Represents 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 April 1, 2018. 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.
- F3The price reported in this Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $71.60 to $75.00, 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.
- F4The 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.
- F5This option was granted on May 21, 2013 and vested in equal quarterly installments over a four-year period beginning on April 1, 2014 until fully vested on January 1, 2018.