SEC Form 4 · accession 0001209191-18-044933

Foundation Medicine, Inc. · FMI

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

Reporting owner

Michael J Pellini

Director

Period of report

Jul 31, 2018

Accepted (ET)

Aug 2, 2018 · 4:09 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	103,711	$137.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
stock option (right to buy)^F1,F3	$0.84	Jul 31, 2018	H	6,949	D	—	Jan 10, 2022	Common Stock	6,949	D
stock option (right to buy)^F1,F4	$0.84	Jul 31, 2018	H	30,548	D	—	Mar 27, 2022	Common Stock	30,548	D
stock option (right to buy)^F1,F5	$4.16	Jul 31, 2018	H	49,224	D	—	Mar 7, 2023	Common Stock	49,224	D
stock option (right to buy)^F1,F6	$7.12	Jul 31, 2018	H	25,625	D	—	May 21, 2023	Common Stock	25,625	D

Explanation of responses

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 On July 31, 2018, Merger Sub irrevocably accepted for payment all shares that were validly tendered and not withdrawn.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.
F3This stock option was granted on January 10, 2012 and vested 25% after one year and then in equal quarterly installments over three years until fully vested. All unvested stock options accelerated and became 100% vested in connection with the completion of a tender offer by Roche on April 7, 2015.
F4This stock option was granted on March 27, 2012 and vested 25% after one year and then in equal quarterly installments over three years until fully vested. All unvested stock options accelerated and became 100% vested in connection with the completion of a tender offer by Roche on April 7, 2015.
F5This stock option was granted on March 7, 2013 and vested in equal quarterly installments over four years until fully vested. All unvested stock options accelerated and became 100% vested in connection with the completion of a tender offer by Roche on April 7, 2015.
F6This stock option was granted on May 21, 2013 and vested in equal quarterly installments over four years until fully vested. All unvested stock options accelerated and became 100% vested in connection with the completion of a tender offer by Roche on April 7, 2015.