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Filing Details

Accession Number:: 0000903423-14-000436
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-07-24 16:45:56
Reporting Period:: 2014-07-22

Filing Date:: 2014-07-24
Accepted Time:: 2014-07-24 16:45:56
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1472343	Roka Bioscience Inc.	ROKA	Laboratory Analytical Instruments (3826)	270881542

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
860866	David Bonderman	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth, TX 76102	No	No	Yes	No
1099776	G James Coulter	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth, TX 76102	No	No	Yes	No
1495741	Tpg Group Holdings (Sbs) Advisors, Inc.	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth, TX 76102	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2014-07-22	2,638,753	$0.00	2,639,282	No	4	C	Indirect	See Explanation of Responses
Common Stock	Acquisiton	2014-07-22	350,000	$0.00	2,989,282	No	4	P	Indirect	See Explanation of Responses

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Explanation of Responses
No	4	P	Indirect	See Explanation of Responses

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Common Stock	Disposition	2014-07-22	3,880	$0.00	3,880	$0.00
Common Stock	Series B Preferred Stock	Disposition	2014-07-22	12,400,000	$0.00	1,123,188	$0.00
Common Stock	Series C Preferred Stock	Disposition	2014-07-22	4,030,224	$0.00	365,056	$0.00
Common Stock	Series D Preferred Stock	Disposition	2014-07-22	6,844,627	$0.00	641,393	$0.00
Common Stock	Series E Preferred Stock	Disposition	2014-07-22	5,577,814	$0.00	505,236	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Biotechnology GenPar III Advisors, LLC, which is the general partner of TPG Biotechnology GenPar III, L.P., which is the general partner of TPG Biotechnology Partners III, L.P. ("TPG Biotech III"), which directly holds 2,989,282 shares of Common Stock ("Common Stock") of Roka Bioscience, Inc. (the "Issuer").
Pursuant to the Sixth Amended and Restated Certificate of Incorporation of the Issuer, as amended (the "Certificate of Incorporation"), on July 22, 2014, the shares of Series A Common Stock of the Issuer (the "Series A Common") held by TPG Biotech III automatically converted into 3,880 shares of Common Stock. The shares of Series A Common held by TPG Biotech were convertible, at the option of the holder, at any time into shares of Series B Common Stock of the Issuer (the "Series B Common") at an initial conversion rate equal to one share of Series A Common per share of Series B Common. The Certificate of Incorporation was amended in connection with the Issuer's initial public offering (the "IPO") to provide for the automatic conversion of all shares of Series B Common and Series A Common into shares of Common Stock.
Pursuant to the Certificate of Incorporation, on July 22, 2014, the (a) shares of Series B Preferred Stock of the Issuer (the "Series B Preferred") held by TPG Biotech III automatically converted into 1,123,188 shares of Common Stock, (b) shares of Series C Preferred Stock of the Issuer (the "Series C Preferred") held by TPG Biotech III automatically converted into 365,056 shares of Common Stock, (c) shares of Series D Preferred Stock of the Issuer (the "Series D Preferred") held by TPG Biotech III automatically converted into 641,393 shares of Common Stock, and (d) shares of Series E Preferred Stock of the Issuer (the "Series E Preferred" and, together with the Series B Preferred, the Series C Preferred and the Series D Preferred, the "Preferred Stock") held by TPG Biotech III automatically converted into 505,236 shares of Common Stock.
Pursuant to the Certificate of Incorporation, the shares of Preferred Stock were convertible, at the option of the holder, at any time into shares of Series A Common at initial conversion rates equal, (i) in the case of the Series B Preferred, the Series C Preferred and the Series E Preferred, to one share of Series A Common per share of Preferred Stock and (ii) in the case of the Series D Preferred, at an initial conversion rate equal to approximately 1.03 shares of Series A Common per share of Series D Preferred. The initial conversion rates were adjusted as a result of a 1-for-11.04 reverse stock split of the Series A Common, and the Certificate of Incorporation was amended in connection with the IPO to provide for the automatic conversion of shares of Preferred Stock into shares of Common Stock.
On July 22, 2014, TPG Biotech III acquired 350,000 shares of Common Stock at a price of $12.00 per share in connection with the IPO.
Because of the relationship between the Reporting Persons and TPG Biotech III, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Biotech III. Each of TPG Biotech III and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Biotech III's or such Reporting Person's pecuniary interest therein, if any.
Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.