Filing Details
- Accession Number:
- 0001209191-15-023491
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2015-03-06 16:05:58
- Reporting Period:
- 2015-03-04
- Filing Date:
- 2015-03-06
- Accepted Time:
- 2015-03-06 16:05:58
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1488613 | Foundation Medicine Inc. | FMI | Services-Medical Laboratories (8071) | 271316416 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1402017 | J Michael Pellini | 150 Second Street C/O Foundation Medicine, Inc. Cambridge MA 02141 | President & Ceo | Yes | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2015-03-04 | 118,516 | $0.84 | 538,516 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2015-03-04 | 66,539 | $47.41 | 471,977 | No | 4 | S | Direct | |
| Common Stock | Acquisiton | 2015-03-05 | 22,693 | $0.84 | 494,670 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2015-03-05 | 67,200 | $0.84 | 561,870 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2015-03-05 | 38,276 | $4.16 | 600,146 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2015-03-05 | 21,875 | $7.12 | 622,021 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2015-03-05 | 86,761 | $47.10 | 535,260 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | S | Direct | |
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | stock option (right to buy) | Disposition | 2015-03-04 | 118,516 | $0.00 | 118,516 | $0.84 |
| Common Stock | stock option (right to buy) | Disposition | 2015-03-05 | 22,693 | $0.00 | 22,693 | $0.84 |
| Common Stock | stock option (right to buy) | Disposition | 2015-03-05 | 67,200 | $0.00 | 67,200 | $0.84 |
| Common Stock | stock option (right to buy) | Disposition | 2015-03-05 | 38,276 | $0.00 | 38,276 | $4.16 |
| Common Stock | stock option (right to buy) | Disposition | 2015-03-05 | 21,875 | $0.00 | 21,875 | $7.12 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 29,642 | 2022-01-10 | No | 4 | M | Direct | |
| 6,949 | 2022-01-10 | No | 4 | M | Direct | |
| 30,548 | 2022-03-27 | No | 4 | M | Direct | |
| 49,224 | 2023-03-07 | No | 4 | M | Direct | |
| 65,625 | 2023-05-21 | No | 4 | M | Direct |
Footnotes
- The sale reported in this Form 4 was effected to cover the tax liabilities of the reporting person in connection with the exercise of the stock options referenced herein. The reporting person exercised such stock options in order to participate in the tender offer commenced by Roche Holdings, Inc. on February 2, 2015.
- The price reported in this Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $47.25 to $47.60, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote.
- The price reported in this Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $46.85 to $47.60, inclusive. The reporting person undertakes to provide Foundation Medicine, Inc., any security holder of Foundation Medicine, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote.
- This option was granted on January 10, 2012. Twenty-five percent vested on May 9, 2012 and the remaining shares vest over each successive quarter thereafter until fully vested on May 9, 2015.
- This option was granted on March 27, 2012. Twenty-five percent vested on March 27, 2013 and an additional 6.25% vests each successive quarter thereafter until fully vested on March 27, 2016.
- This option was granted on March 7, 2013 and vests in equal quarterly installments beginning on June 7, 2013 until fully vested on March 7, 2017.
- This option was granted on May 21, 2013 and vests in equal quarterly installments beginning on April 1, 2014 until fully vested on January 1, 2018.
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