13D Filing: Discovery Group I, LLC and Foundation Medicine Inc. (FMI)

Page 5 of 7 – SEC Filing

The transactions in Common Stock effected by
the Reporting Persons during the past 60 days are set out in Exhibit 1 hereto.

The Reporting Persons ceased to be beneficial
owners of more than five percent of the Common Stock on March 15, 2017.

No person other than the
Investors
is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended
to read in its entirety as follows:

There
are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons
and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and the
Investors, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreement of the Reporting Persons with
respect to the Schedule 13D that was included as an exhibit thereto, the Joint Filing Agreement of the Reporting Persons with respect
to this Amendment No. 1 included as Exhibit 2 to this Amendment No. 1, and the Power of Attorney granted by Daniel
J. Donoghue with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Power of Attorney
is included as Exhibit 3 to this Amendment No. 1.

Item 7. Material to Be Filed as Exhibits
Exhibit 1:            List of transactions effected by the Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.
Exhibit 2:            Joint Filing Agreement dated as of May 4, 2017, by and between Discovery Equity Partners and Discovery Group.
Exhibit 3:            Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.

Follow Foundation Medicine Inc. (NASDAQ:FMI)