13D Filing: OrbiMed Advisors and Roka Bioscience Inc. (ROKA)

In addition, Advisors and GP III, pursuant to their authority under the limited partnership agreements of OPI III and/or Associates III, prior to the date of this filing, caused OPI III and Associates III, as applicable, to enter into the agreements referred to in Item 6 below.

(c)

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* The Price Per Share reported above is a weighted average price.  The Shares were sold in multiple transactions at prices ranging from:  $1.48 to $1.53 (August 23, 2017); $1.49 to $1.50 (August 24, 2017); $0.92 to $1.13 (September 26, 2017); and $0.88 to $0.97 (September 27, 2017).  Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares purchased at each separate price within the ranges set forth above.

Except as disclosed above, the Reporting Persons have not effected any transactions in the Shares during the past sixty (60) days.

(d)           Not applicable.

(e)           Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer

In addition to the relationships between the Reporting Persons described in Items 2, 3 and 5, GP III is the sole general partner of OPI III, pursuant to the terms of the limited partnership agreement of OPI III.  Advisors is the sole managing member of GP III, pursuant to the terms of the limited liability company agreement of GP III.  Advisors is also the sole general partner of Associates III, pursuant to the terms of the limited partnership agreement of Associates III.  Pursuant to these agreements and relationships, Advisors and GP III have shared discretionary investment management authority with respect to the assets of OPI III.  Such authority includes the power of GP III to vote and otherwise dispose of securities purchased by OPI III.  Advisors also has discretionary investment management authority with respect to the assets of Associates III and, as a result, has the power to direct the vote and disposition of the securities of the Issuer held by Associates III.  Isaly, pursuant to his authority as the managing member of, and owner of a controlling interest in, Advisors, also has shared discretionary power to direct the vote and the disposition of the securities of the Issuer held by OPI III and Associates III.  The number of outstanding Shares held of record by OPI III is 669,914, and the number of warrants to purchase Shares (the “Warrants”) held of record by OPI III is 566,037. The number of outstanding Shares held of record by Associates III is 6,379 and the number of Warrants held of record by Associates III is 5,391. Advisors and Isaly may be considered to hold indirectly 676,293 outstanding Shares and 571,428 Warrants, and GP III may be considered to hold indirectly 669,914 outstanding Shares and 566,037 Warrants.

Item 7. Materials to Be Filed as Exhibits