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Filing Details

Accession Number:: 0001140361-14-029281
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-07-24 17:09:14
Reporting Period:: 2014-07-22

Filing Date:: 2014-07-24
Accepted Time:: 2014-07-24 17:09:14
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	Insider Title	Director	Officer	Large Shareholder	Other
1171005	Jonathan Silverstein	C/O Roka Bioscience, Inc. 20 Independence Boulevard Warren NJ 07059		Yes	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, $0.001 Par Value Per Share	Acquisiton	2014-07-22	1,112,592	$0.00	1,117,280	No	4	C	Indirect	See Footnotes
Common Stock, $0.001 Par Value Per Share	Acquisiton	2014-07-22	10,596	$0.00	10,640	No	4	C	Indirect	See Footnotes
Common Stock, $0.001 Par Value Per Share	Acquisiton	2014-07-22	361,612	$0.00	1,478,892	No	4	C	Indirect	See Footnotes
Common Stock, $0.001 Par Value Per Share	Acquisiton	2014-07-22	3,443	$0.00	14,083	No	4	C	Indirect	See Footnotes
Common Stock, $0.001 Par Value Per Share	Acquisiton	2014-07-22	794,178	$0.00	2,273,070	No	4	C	Indirect	See Footnotes
Common Stock, $0.001 Par Value Per Share	Acquisiton	2014-07-22	7,563	$0.00	21,646	No	4	C	Indirect	See Footnotes
Common Stock, $0.001 Par Value Per Share	Acquisiton	2014-07-22	537,264	$0.00	2,810,334	No	4	C	Indirect	See Footnotes
Common Stock, $0.001 Par Value Per Share	Acquisiton	2014-07-22	5,116	$0.00	26,762	No	4	C	Indirect	See Footnotes
Common Stock, $0.001 Par Value Per Share	Acquisiton	2014-07-22	379,717	$12.00	3,190,051	No	4	P	Indirect	See Footnotes
Common Stock, $0.001 Par Value Per Share	Acquisiton	2014-07-22	3,616	$12.00	30,378	No	4	P	Indirect	See Footnotes

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

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series B Convertible Preferred Stock	Disposition	2014-07-22	12,283,019	$0.00	1,112,592	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2014-07-22	116,981	$0.00	10,596	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2014-07-22	3,992,203	$0.00	361,612	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2014-07-22	38,021	$0.00	3,443	$0.00
Common Stock	Series D Convertible Preferred Stock	Disposition	2014-07-22	8,475,069	$0.00	794,178	$0.00
Common Stock	Series D Convertible Preferred Stock	Disposition	2014-07-22	80,715	$0.00	7,563	$0.00
Common Stock	Series E Convertible Preferred Stock	Disposition	2014-07-22	5,931,402	$0.00	537,264	$0.00
Common Stock	Series E Convertible Preferred Stock	Disposition	2014-07-22	56,490	$0.00	5,116	$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
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

Represents shares of Common Stock acquired upon the automatic conversion of Series B convertible preferred stock upon the closing of the Issuer's initial public offering of Common Stock. The shares of Series B Preferred Stock had no expiration date and automatically converted at the consummation of the Issuer's initial public offering at a conversion ratio of 1 share of Series B Preferred Stock to 0.0906 shares of common stock, for no additional consideration. Such conversion is reflected in the amount of common stock underlying the security.
Represents shares of Common Stock acquired upon the automatic conversion of Series C convertible preferred stock upon the closing of the Issuer's initial public offering of Common Stock. The shares of Series C Preferred Stock had no expiration date and automatically converted at the consummation of the Issuer's initial public offering at a conversion ratio of 1 share of Series C Preferred Stock to 0.0906 shares of common stock, for no additional consideration. Such conversion is reflected in the amount of common stock underlying the security.
Represents shares of Common Stock acquired upon the automatic conversion of Series D convertible preferred stock upon the closing of the Issuer's initial public offering of Common Stock. The shares of Series D Preferred Stock had no expiration date and automatically converted at the consummation of the Issuer's initial public offering at a conversion ratio of 1 share of Series D Preferred Stock to 0.0937 shares of common stock, for no additional consideration. Such conversion is reflected in the amount of common stock underlying the security.
Represents shares of Common Stock acquired upon the automatic conversion of Series E convertible preferred stock upon the closing of the Issuer's initial public offering of Common Stock. The shares of Series E Preferred Stock had no expiration date and automatically converted at the consummation of the Issuer's initial public offering at a conversion ratio of 1 share of Series E Preferred Stock to 0.0906 shares of common stock, for no additional consideration. Such conversion is reflected in the amount of common stock underlying the security.
These securities are held of record by OrbiMed Private Investments III, LP ("OPI III") and may be deemed to be indirectly beneficially owned by OrbiMed Capital GP III LLC ("GP III"), OrbiMed Advisors LLC ("Advisors") and Samuel D. Isaly ("Isaly"). GP III is the sole general partner of OPI III. Advisors, a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP III. By virtue of such relationships, GP III and Advisors may be deemed to have voting and investment power with respect to the securities held by OPI III noted above. The reporting person is a member of Advisors.
Isaly, a natural person, may also be deemed to have voting and investment power with respect to the securities held by OPI III noted above in his capacity as the managing member of, and holder of a controlling interest, in Advisors. As a result, each of GP III, Advisors and Isaly may be deemed to have beneficial ownership of the securities held by OPI III.
These securities are held of record by OrbiMed Associates III, LP ("Associates III") and may be deemed to be indirectly beneficially owned by Advisors and Isaly. Advisors is the sole general partner of Associates III. Isaly is the managing member of, and holder of a controlling interest in, Advisors. By virtue of such relationship, Advisors and Isaly may be deemed to have voting and investment power with respect to the securities held by Associates III noted above. As a result, each of Advisors and Isaly may be deemed to have beneficial ownership of the securities held by Associates III.
Each of GP III, Advisors, Isaly and the reporting person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that the reporting person or any of the other foregoing persons is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.