| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Foundation Medicine, Inc. [ FMI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/31/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/31/2018 | P | 13,877,949(2)(3) | A | $137 | 34,482,237 | D(1)(4)(6) | |||
| Common Stock | 07/31/2018 | P | 2,343,078(2) | A | $137 | 36,825,315 | D(1)(4)(6) | |||
| Common Stock | 414,823 | D(1)(5)(6) | ||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This statement is being filed jointly by Roche Holdings, Inc. ("Holdings"), Roche Finance Ltd ("Finance") and Roche Holding Ltd ("Parent" and, together with Holdings and Finance, the "Reporting Persons"). Holdings is a wholly owned subsidiary of Finance, which is a wholly owned subsidiary of Parent. Additionally, the Reporting Persons understand that certain shareholders of Parent are party to a shareholder pooling agreement with respect to a significant portion of (but not a majority of) the issued shares of Parent. |
| 2. Pursuant to the Agreement and Plan of Merger entered into between Holdings, 062018 Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Holdings ("Purchaser") and the Issuer, dated June 18, 2018 (the "Merger Agreement"), on (a) July 2, 2018, Purchaser commenced a tender offer (the "Tender Offer") to purchase all of the outstanding shares of Common Stock of the Issuer not already owned by Parent and its affiliates; (b) immediately after midnight on July 31, 2018, Holdings consummated the Tender Offer to purchase 13,877,949 shares of Common Stock of the Issuer; and (c) also on July 31, 2018, Purchaser merged with and into the Issuer, with the Issuer surviving (the "Merger"). |
| 3. Includes certain shares to be delivered pursuant to a notice of guaranteed delivery. |
| 4. Holdings is the direct beneficial owner of these shares of Common Stock of the Issuer. Finance and Parent are indirect beneficial owners of these shares of Common Stock of the Issuer. |
| 5. Finance is the direct beneficial owner of these shares of Common Stock of the Issuer. Parent is the indirect beneficial owner of these shares of Common Stock of the Issuer. |
| 6. Each Reporting Person disclaims beneficial ownership of the securities reported in Table I except to the extent of its pecuniary interest therein, if any. Each Reporting Person also disclaims beneficial ownership of any shares of Common Stock of the Issuer that may be or are beneficially owned by any other person or persons other than such Reporting Person. This Form 4 shall not be deemed an admission that any Reporting Person or other person is a beneficial owner of any shares of Common Stock of the Issuer for any purpose, other than the securities reported in Table I of this Form 4. |
| Remarks: |
| Pursuant to the Transaction Agreement previously entered into between Holdings and the Issuer, dated January 11, 2015, and the Investor Rights Agreement, dated January 11, 2015, between the Issuer, Holdings and the other parties thereto, the following three individuals appointed by Holdings were elected to, and remain members of, the Board of Directors of the Issuer: Daniel O'Day, Sandra Horning, M.D. and Michael D. Varney, Ph.D. Effective as of the effective time of the Merger, the members of the Board of Directors of the Issuer will all resign. Pursuant to the Merger Agreement, the Board of Directors of the Issuer immediately following the effectiveness of the Merger will be composed of the former members of the Board of Directors of Purchaser: Daniel O'Day, Sean Johnston and Troy Cox. Holdings is a wholly owned subsidiary of Finance, which is a wholly owned subsidiary of Parent. Accordingly, each of the Reporting Persons may be deemed a "director by deputization" of the Issuer. |
| ROCHE HOLDINGS, INC., Bruce Resnick, Authorized Signatory, /s/ Bruce Resnick | 08/02/2018 | |
| ROCHE FINANCE LTD, Dr. Gottlieb Keller, Authorized Signatory. /s/ Gottlieb Keller | 08/02/2018 | |
| ROCHE FINANCE LTD, Dr. Beat Kraehenmann, Authorized Signatory, /s/ Beat Kraehenmann | 08/02/2018 | |
| ROCHE HOLDING LTD, Dr. Gottlieb Keller, Authorized Signatory, /s/ Gottlieb Keller | 08/02/2018 | |
| ROCHE HOLDING LTD, Dr. Beat Kraehenmann, Authorized Signatory, /s/ Beat Kraehenmann | 08/02/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
