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Filing Details

Accession Number:: 0000950103-18-009381
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-08-02 19:08:21
Reporting Period:: 2018-07-31

Accepted Time:: 2018-08-02 19:08:21
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1488613	Foundation Medicine Inc.	FMI	American Depositary Receipts (8880)	V8

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
889131	Ltd Holding Roche	Grenzacherstrasse 124 Basel Switzerland V8 CH-4070	Yes	No	Yes	Yes
904566	Roche Holdings Inc	1 Dna Way, Ms #24 South San Francisco CA 94080	Yes	No	Yes	Yes
1053942	Ltd Finance Roche	Grenzacherstrasse 122 Basel Switzerland V8 CH-4070	Yes	No	Yes	Yes

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2018-07-31	13,877,949	$137.00	34,482,237	No	4	P	Direct
Common Stock	Acquisiton	2018-07-31	2,343,078	$137.00	36,825,315	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	P	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	414,823	Direct

Footnotes

This statement is being filed jointly by Roche Holdings, Inc. ("Holdings"), Roche Finance Ltd ("Finance") and Roche Holding Ltd ("Parent" and, together with Holdings and Finance, the "Reporting Persons"). Holdings is a wholly owned subsidiary of Finance, which is a wholly owned subsidiary of Parent. Additionally, the Reporting Persons understand that certain shareholders of Parent are party to a shareholder pooling agreement with respect to a significant portion of (but not a majority of) the issued shares of Parent.
Pursuant to the Agreement and Plan of Merger entered into between Holdings, 062018 Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Holdings ("Purchaser") and the Issuer, dated June 18, 2018 (the "Merger Agreement"), on (a) July 2, 2018, Purchaser commenced a tender offer (the "Tender Offer") to purchase all of the outstanding shares of Common Stock of the Issuer not already owned by Parent and its affiliates; (b) immediately after midnight on July 31, 2018, Holdings consummated the Tender Offer to purchase 13,877,949 shares of Common Stock of the Issuer; and (c) also on July 31, 2018, Purchaser merged with and into the Issuer, with the Issuer surviving (the "Merger").
Includes certain shares to be delivered pursuant to a notice of guaranteed delivery.
Holdings is the direct beneficial owner of these shares of Common Stock of the Issuer. Finance and Parent are indirect beneficial owners of these shares of Common Stock of the Issuer.
Finance is the direct beneficial owner of these shares of Common Stock of the Issuer. Parent is the indirect beneficial owner of these shares of Common Stock of the Issuer.
Each Reporting Person disclaims beneficial ownership of the securities reported in Table I except to the extent of its pecuniary interest therein, if any. Each Reporting Person also disclaims beneficial ownership of any shares of Common Stock of the Issuer that may be or are beneficially owned by any other person or persons other than such Reporting Person. This Form 4 shall not be deemed an admission that any Reporting Person or other person is a beneficial owner of any shares of Common Stock of the Issuer for any purpose, other than the securities reported in Table I of this Form 4.