Filing Details

Accession Number:
0001571049-17-004464
Form Type:
13D Filing
Publication Date:
2017-05-04 16:25:09
Filed By:
Discovery Group I, Llc
Company:
Foundation Medicine Inc. (NASDAQ:FMI)
Filing Date:
2017-05-04
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Discovery Equity Partners 1,509,068 1,509,068 1,509,068 4.2%
Discovery Group I 1,509,068 1,509,068 1,509,068 4.2%
Filing
 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2(a)

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

 

Foundation Medicine, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

350456100

(CUSIP Number)

 

Discovery Group I, LLC

300 South Wacker Drive

Suite 600

Chicago, Illinois 60606

Telephone Number: (312) 265-9600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

May 3, 2017

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

CUSIP No. 350456100

 

  1. Names of Reporting Persons.
Discovery Equity Partners, L.P.
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)  o
    (b)  o
 
  3. SEC Use Only
 
  4. Source of Funds (See Instructions)
WC
 
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
 
  6. Citizenship or Place of Organization
Illinois

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
None.
 
8. Shared Voting Power
1,509,068
 
9. Sole Dispositive Power
None.
 
10. Shared Dispositive Power
1,509,068

 

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,509,068
 
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
 
  13. Percent of Class Represented by Amount in Row (11)
4.2%
 
  14. Type of Reporting Person (See Instructions)
PN

 

 

 

CUSIP No. 350456100

 

  1. Names of Reporting Persons.
Discovery Group I, LLC
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)  o
    (b)  o
 
  3. SEC Use Only
 
  4. Source of Funds (See Instructions)
AF
 
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
 
  6. Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
None.
 
8. Shared Voting Power
1,509,068
 
9. Sole Dispositive Power
None.
 
10. Shared Dispositive Power
1,509,068

 

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,509,068
 
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
 
  13. Percent of Class Represented by Amount in Row (11)
4.2%
 
  14. Type of Reporting Person (See Instructions)
IA

 

 

 

Item 1. Security and Issuer
   
  This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) relates to the Common Stock, par value $0.0001 per share (the “Common Stock”), of Foundation Medicine, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 150 Second Street, Cambridge, MA 02141. This Amendment No. 1 amends and supplements, as set forth below, the information contained in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on January 30, 2017 (the “Schedule 13D”). All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D. Except as amended by this Amendment No. 1, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, complete and correct as of the date of this Amendment No. 1.
   
Item 3. Source and Amount of Funds or Other Consideration
   
 

Item 3 of the Schedule 13D is hereby amended to read in its entirety as follows:

 

The total purchase price for the 1,509,068 shares of Common Stock beneficially owned by the Reporting Persons as of May 3, 2017 was approximately $28,965,984. The source of such funds was the assets of Discovery Equity Partners and a private investment trust (collectively, the “Investors”) over which Discovery Group exercises discretionary investment management authority, including proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Investors with a broker on customary terms and conditions. The Investors are the legal owners of all of the Common Stock beneficially owned by Discovery Group.

 

Item 5. Interest in Securities of the Issuer
   
 

Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:

 

The information concerning percentages of ownership set forth below is based on 35,633,021 shares of Common Stock outstanding as of April 21, 2017 in the Company’s Proxy Statement for its 2017 Annual Meeting of Stockholders as filed with the Securities and Exchange Commission on April 28, 2017.

 

Discovery Equity Partners beneficially owns 1,509,068 shares of Common Stock as of May 3, 2017, which represents 4.2% of the outstanding Common Stock.

 

Discovery Group beneficially owns 1,509,068 shares of Common Stock as of May 3, 2017, which represents 4.2% of the outstanding Common Stock.

 

Discovery Group is the investment manager of each of the Investors. Discovery Group exercises ultimate voting and dispositive power of the securities held by the Investors. As a consequence, Discovery Group may be deemed to share beneficial ownership of all of the shares of Common Stock owned by both of the Investors, while Discovery Equity Partners shares beneficial ownership with Discovery Group of only the shares of Common Stock owned by it. Voting and disposition decisions at Discovery Group with respect to the investment of such securities are made by a five-person investment committee (the “Committee”) which makes such investment decisions by majority vote. No member of the Committee may act individually to vote or sell shares of Common Stock held by either of the Investors, nor does any such member have a veto right concerning the vote or sale of any such common stock. Accordingly, no individual member of the Committee is deemed to beneficially own, and each individual member of the Committee expressly disclaims beneficial ownership of, within the meaning of Rule 13d-3, any shares of Common Stock held by the Investors solely by virtue of the fact that he or she is a member of the Committee.

 

 

 

 

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.

 

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  May 4, 2017
  Date
   
  DISCOVERY EQUITY PARTNERS, L.P.
   
  By: Daniel J. Donoghue*
  Signature
   
  Daniel J. Donoghue, Manager
  Name/Title
   
  DISCOVERY GROUP I, LLC
   
  By: Daniel J. Donoghue*
  Signature
   
  Daniel J. Donoghue, Manager
  Name/Title
   
  *By: /s/ Mark Buckley
 

Mark Buckley

Attorney-in-Fact for Daniel J. Donoghue

 

 

 

Exhibit Index

 

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.