SEC Form 4 · accession 0001209191-18-009148

Ignyta, Inc. · RXDX

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

Reporting owner

Officer — President, CEO & Director · Director · 10% Owner

Period of report

Feb 8, 2018

Accepted (ET)

Feb 12, 2018 · 3:33 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001557421

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Feb 8, 2018	D	179,661	$27.00	D	0	D
Common Stock^F1,F2	Feb 8, 2018	D	3,350,000	$27.00	D	0	I	By City Hill Venture Partners I, LLC

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F3	$6.00	Feb 8, 2018	D	400,000	D	—	Dec 16, 2023	Common Stock	400,000	D
Stock Option (Right to Buy)^F3	$6.58	Feb 8, 2018	D	100,000	D	—	Jan 7, 2015	Common Stock	100,000	D
Stock Option (Right to Buy)^F3	$5.60	Feb 8, 2018	D	120,000	D	—	Jan 4, 2027	Common Stock	120,000	D

F1In connection with the acquisition of the Issuer by Roche Holdings, Inc. ("Parent") on February 8, 2018, and pursuant to the terms of the Agreement and Plan of Merger by and among the Issuer, Parent and Abingdon Acquisition Corp. ("Merger Sub") dated December 21, 2017, Merger Sub acquired all of the issued and outstanding shares of Common Stock (the "Shares") for a purchase price of $27.00 per Share (the "Merger").
F2The Reporting Person is the Manager of City Hill Ventures, LLC, which is the Manager of City Hill Ventures Partners I, LLC, and as such the Reporting Person and City Hill Ventures, LLC have the power to vote or dispose of the securities held of record by the Reporting Person and may be deemed to beneficially own those securities. The Reporting Person disclaims beneficial ownership of the securities held of record by the City Hill Venture Partners I, LLC except to the extent of his pecuniary interest therein.
F3In connection with the Merger described in footnote (1), this option became fully vested and was automatically canceled and terminated and the holder became entitled to receive an amount in cash, without interest and less the amount of any tax withholding, equal to the product of (1) the number of shares of Common Stock of the Issuer underlying such option multiplied by (2) the excess, if any, of $27.00 over the exercise price per share of such option.