SEC Form 4 · accession 0001209191-18-044916

Foundation Medicine, Inc. · FMI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Jul 31, 2018

Accepted (ET)

Aug 2, 2018 · 4:03 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,F2	Jul 31, 2018	U	73,173	$137.00	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
stock option (right to buy)^F1,F3	$24.21	Jul 31, 2018	H	13,385	D	Jun 18, 2015	Jun 18, 2024	Common Stock	13,385	0	D

F1Foundation Medicine, Inc., a Delaware corporation (the "Company") entered into an Agreement and Plan of Merger, dated as of June 18, 2018, as amended (the "Merger Agreement"), with Roche Holdings, Inc., a Delaware corporation ("Parent" or "Roche"), and 062018 Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, Parent caused Merger Sub to conduct a tender offer (the "Tender Offer") for all of the issued and outstanding shares of common stock, par value $0.0001 per share, of the Company, at a price of $137 per share. On July 31, 2018, Merger Sub irrevocably accepted for payment all shares that were validly tendered and not withdrawn. On July 31, 2018, following consummation of the Tender Offer, Merger Sub merged with and into the Company.
F2The amount reported represents the number of shares sold by the reporting person in connection with the Tender Offer by Roche.
F3The amount reported represents the number of vested stock options cancelled in connection with the Tender Offer by Roche and converted into the right to receive an amount in cash equal to the product of (1) the offer price of $137 per share minus the per share exercise price of the vested stock options, multiplied by (2) the number of shares represented by such vested stock options, without interest and less any required withholding taxes.