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RHHVF Roche

Filed: 2 Aug 18, 7:08pm
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ROCHE HOLDINGS INC

(Last)(First)(Middle)
1 DNA WAY, MS #24

(Street)
SOUTH SAN FRANCISCOCA94080

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Foundation Medicine, Inc. [ FMI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)XOther (specify below)
See footnote (1)
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8)4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock07/31/2018P13,877,949(2)(3)A$13734,482,237D(1)(4)(6)
Common Stock07/31/2018P2,343,078(2)A$13736,825,315D(1)(4)(6)
Common Stock414,823D(1)(5)(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)2. Conversion or Exercise Price of Derivative Security3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8)5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)8. Price of Derivative Security (Instr. 5)9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
ROCHE HOLDINGS INC

(Last)(First)(Middle)
1 DNA WAY, MS #24

(Street)
SOUTH SAN FRANCISCOCA94080

(City)(State)(Zip)
1. Name and Address of Reporting Person*
ROCHE FINANCE LTD

(Last)(First)(Middle)
GRENZACHERSTRASSE 122

(Street)
BASEL SWITZERLANDV8CH-4070

(City)(State)(Zip)
1. Name and Address of Reporting Person*
ROCHE HOLDING LTD

(Last)(First)(Middle)
GRENZACHERSTRASSE 124

(Street)
BASEL SWITZERLANDV8CH-4070

(City)(State)(Zip)
Explanation of Responses:
1. 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.
2. 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").
3. Includes certain shares to be delivered pursuant to a notice of guaranteed delivery.
4. 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.
5. 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.
6. 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.
Remarks:
Pursuant to the Transaction Agreement previously entered into between Holdings and the Issuer, dated January 11, 2015, and the Investor Rights Agreement, dated January 11, 2015, between the Issuer, Holdings and the other parties thereto, the following three individuals appointed by Holdings were elected to, and remain members of, the Board of Directors of the Issuer: Daniel O'Day, Sandra Horning, M.D. and Michael D. Varney, Ph.D. Effective as of the effective time of the Merger, the members of the Board of Directors of the Issuer will all resign. Pursuant to the Merger Agreement, the Board of Directors of the Issuer immediately following the effectiveness of the Merger will be composed of the former members of the Board of Directors of Purchaser: Daniel O'Day, Sean Johnston and Troy Cox. Holdings is a wholly owned subsidiary of Finance, which is a wholly owned subsidiary of Parent. Accordingly, each of the Reporting Persons may be deemed a "director by deputization" of the Issuer.
ROCHE HOLDINGS, INC., Bruce Resnick, Authorized Signatory, /s/ Bruce Resnick08/02/2018
ROCHE FINANCE LTD, Dr. Gottlieb Keller, Authorized Signatory. /s/ Gottlieb Keller08/02/2018
ROCHE FINANCE LTD, Dr. Beat Kraehenmann, Authorized Signatory, /s/ Beat Kraehenmann08/02/2018
ROCHE HOLDING LTD, Dr. Gottlieb Keller, Authorized Signatory, /s/ Gottlieb Keller08/02/2018
ROCHE HOLDING LTD, Dr. Beat Kraehenmann, Authorized Signatory, /s/ Beat Kraehenmann08/02/2018
** Signature of Reporting PersonDate
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