13D Filing: Discovery Group I, LLC and Foundation Medicine Inc. (FMI)

Item 3 of the Schedule 13D is hereby amended
to read in its entirety as follows:

The total purchase price for the 1,509,068
shares of Common Stock beneficially owned by the Reporting Persons as of May 3, 2017 was approximately $28,965,984. The source
of such funds was the assets of Discovery Equity Partners and a private investment trust (collectively, the “Investors”)
over which Discovery Group exercises discretionary investment management authority, including proceeds of margin loans under margin
loan facilities maintained in the ordinary course of business by the Investors with a broker on customary terms and conditions.
The Investors are the legal owners of all of the Common Stock beneficially owned by Discovery Group.

Item 5 of the Schedule 13D is hereby amended
to read in its entirety as follows:

The information concerning percentages of ownership
set forth below is based on 35,633,021 shares of Common Stock outstanding as of April
21, 2017 in the Company’s Proxy Statement for its 2017 Annual Meeting of Stockholders as filed with the Securities
and Exchange Commission on April 28, 2017.

Discovery Equity Partners beneficially owns
1,509,068 shares of Common Stock as of May 3, 2017, which represents 4.2%
of the outstanding Common Stock.

Discovery Group beneficially owns 1,509,068
shares of Common Stock as of May 3, 2017, which represents 4.2% of the outstanding
Common Stock.

Discovery
Group is the investment manager of each of the Investors. Discovery Group exercises
ultimate voting and dispositive power of the securities held by the Investors. As a consequence, Discovery Group may be deemed
to share beneficial ownership of all of the shares of Common Stock owned by both of the Investors, while Discovery Equity Partners
shares beneficial ownership with Discovery Group of only the shares of Common Stock owned by it. Voting and disposition decisions
at Discovery Group with respect to the investment of such securities are made by a five-person investment committee (the “Committee”)
which makes such investment decisions by majority vote. No member of the Committee may act individually to vote or sell shares
of Common Stock held by either of the Investors, nor does any such member have a veto right concerning the vote or sale of any
such common stock. Accordingly, no individual member of the Committee is deemed to beneficially own, and each individual member
of the Committee expressly disclaims beneficial ownership of, within the meaning of Rule 13d-3, any shares of Common Stock held
by the Investors solely by virtue of the fact that he or she is a member of the Committee.

The transactions in Common Stock effected by
the Reporting Persons during the past 60 days are set out in Exhibit 1 hereto.

The Reporting Persons ceased to be beneficial
owners of more than five percent of the Common Stock on March 15, 2017.

No person other than the
Investors is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.

Item 6 of the Schedule 13D is hereby amended
to read in its entirety as follows:

There
are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons
and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and the
Investors, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreement of the Reporting Persons with
respect to the Schedule 13D that was included as an exhibit thereto, the Joint Filing Agreement of the Reporting Persons with respect
to this Amendment No. 1 included as Exhibit 2 to this Amendment No. 1, and the Power of Attorney granted by Daniel
J. Donoghue with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Power of Attorney
is included as Exhibit 3 to this Amendment No. 1.

Mark Buckley

Attorney-in-Fact for Daniel
J. Donoghue