SEC Form 4 · accession 0001209191-18-044936
Foundation Medicine, Inc. · FMI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jason Ryan
Officer — Chief Financial Officer
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 StockF1,F2 | Jul 31, 2018 | U | 6,955 | $137.00 | D | 42,215 | D | |
| Common StockF1,F3 | Jul 31, 2018 | J | 42,215 | $137.00 | D | 0 | 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)F1,F4,F5 | $7.12 | Jul 31, 2018 | H | 1,562 | D | — | May 21, 2023 | Common Stock | 1,562 | 0 | 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 On July 31, 2018, Merger Sub irrevocably accepted for payment all shares that were validly tendered and not withdrawn.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.
- F3The amount reported represents the number of unvested restricted stock units 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 multiplied by (2) the number of shares represented by such unvested restricted stock units, without interest and less any required withholding taxes. Payments are subject to the original vesting schedule and vesting conditions applicable to the underlying unvested restricted stock units.
- F4The 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.
- F5This option was granted on May 21, 2013 and vested in equal quarterly installments beginning on April 1, 2014 until fully vested on January 1, 2018.