Filing Details

Accession Number:
0001140361-14-029281
Form Type:
4
Zero Holdings:
No
Publication Time:
2014-07-24 17:09:14
Reporting Period:
2014-07-22
Filing Date:
2014-07-24
Accepted Time:
2014-07-24 17:09:14
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1472343 Roka Bioscience Inc. ROKA Laboratory Analytical Instruments (3826) 270881542
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1171005 Jonathan Silverstein C/o Roka Bioscience, Inc.
20 Independence Boulevard
Warren NJ 07059
Yes No Yes 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, $0.001 Par Value Per Share Acquisiton 2014-07-22 1,112,592 $0.00 1,117,280 No 4 C Indirect See Footnotes
Common Stock, $0.001 Par Value Per Share Acquisiton 2014-07-22 10,596 $0.00 10,640 No 4 C Indirect See Footnotes
Common Stock, $0.001 Par Value Per Share Acquisiton 2014-07-22 361,612 $0.00 1,478,892 No 4 C Indirect See Footnotes
Common Stock, $0.001 Par Value Per Share Acquisiton 2014-07-22 3,443 $0.00 14,083 No 4 C Indirect See Footnotes
Common Stock, $0.001 Par Value Per Share Acquisiton 2014-07-22 794,178 $0.00 2,273,070 No 4 C Indirect See Footnotes
Common Stock, $0.001 Par Value Per Share Acquisiton 2014-07-22 7,563 $0.00 21,646 No 4 C Indirect See Footnotes
Common Stock, $0.001 Par Value Per Share Acquisiton 2014-07-22 537,264 $0.00 2,810,334 No 4 C Indirect See Footnotes
Common Stock, $0.001 Par Value Per Share Acquisiton 2014-07-22 5,116 $0.00 26,762 No 4 C Indirect See Footnotes
Common Stock, $0.001 Par Value Per Share Acquisiton 2014-07-22 379,717 $12.00 3,190,051 No 4 P Indirect See Footnotes
Common Stock, $0.001 Par Value Per Share Acquisiton 2014-07-22 3,616 $12.00 30,378 No 4 P Indirect See Footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Indirect See Footnotes
No 4 C Indirect See Footnotes
No 4 C Indirect See Footnotes
No 4 C Indirect See Footnotes
No 4 C Indirect See Footnotes
No 4 C Indirect See Footnotes
No 4 C Indirect See Footnotes
No 4 C Indirect See Footnotes
No 4 P Indirect See Footnotes
No 4 P Indirect See Footnotes
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Series B Convertible Preferred Stock Disposition 2014-07-22 12,283,019 $0.00 1,112,592 $0.00
Common Stock Series B Convertible Preferred Stock Disposition 2014-07-22 116,981 $0.00 10,596 $0.00
Common Stock Series C Convertible Preferred Stock Disposition 2014-07-22 3,992,203 $0.00 361,612 $0.00
Common Stock Series C Convertible Preferred Stock Disposition 2014-07-22 38,021 $0.00 3,443 $0.00
Common Stock Series D Convertible Preferred Stock Disposition 2014-07-22 8,475,069 $0.00 794,178 $0.00
Common Stock Series D Convertible Preferred Stock Disposition 2014-07-22 80,715 $0.00 7,563 $0.00
Common Stock Series E Convertible Preferred Stock Disposition 2014-07-22 5,931,402 $0.00 537,264 $0.00
Common Stock Series E Convertible Preferred Stock Disposition 2014-07-22 56,490 $0.00 5,116 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
Footnotes
  1. Represents shares of Common Stock acquired upon the automatic conversion of Series B convertible preferred stock upon the closing of the Issuer's initial public offering of Common Stock. The shares of Series B Preferred Stock had no expiration date and automatically converted at the consummation of the Issuer's initial public offering at a conversion ratio of 1 share of Series B Preferred Stock to 0.0906 shares of common stock, for no additional consideration. Such conversion is reflected in the amount of common stock underlying the security.
  2. Represents shares of Common Stock acquired upon the automatic conversion of Series C convertible preferred stock upon the closing of the Issuer's initial public offering of Common Stock. The shares of Series C Preferred Stock had no expiration date and automatically converted at the consummation of the Issuer's initial public offering at a conversion ratio of 1 share of Series C Preferred Stock to 0.0906 shares of common stock, for no additional consideration. Such conversion is reflected in the amount of common stock underlying the security.
  3. Represents shares of Common Stock acquired upon the automatic conversion of Series D convertible preferred stock upon the closing of the Issuer's initial public offering of Common Stock. The shares of Series D Preferred Stock had no expiration date and automatically converted at the consummation of the Issuer's initial public offering at a conversion ratio of 1 share of Series D Preferred Stock to 0.0937 shares of common stock, for no additional consideration. Such conversion is reflected in the amount of common stock underlying the security.
  4. Represents shares of Common Stock acquired upon the automatic conversion of Series E convertible preferred stock upon the closing of the Issuer's initial public offering of Common Stock. The shares of Series E Preferred Stock had no expiration date and automatically converted at the consummation of the Issuer's initial public offering at a conversion ratio of 1 share of Series E Preferred Stock to 0.0906 shares of common stock, for no additional consideration. Such conversion is reflected in the amount of common stock underlying the security.
  5. These securities are held of record by OrbiMed Private Investments III, LP ("OPI III") and may be deemed to be indirectly beneficially owned by OrbiMed Capital GP III LLC ("GP III"), OrbiMed Advisors LLC ("Advisors") and Samuel D. Isaly ("Isaly"). GP III is the sole general partner of OPI III. Advisors, a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP III. By virtue of such relationships, GP III and Advisors may be deemed to have voting and investment power with respect to the securities held by OPI III noted above. The reporting person is a member of Advisors.
  6. Isaly, a natural person, may also be deemed to have voting and investment power with respect to the securities held by OPI III noted above in his capacity as the managing member of, and holder of a controlling interest, in Advisors. As a result, each of GP III, Advisors and Isaly may be deemed to have beneficial ownership of the securities held by OPI III.
  7. These securities are held of record by OrbiMed Associates III, LP ("Associates III") and may be deemed to be indirectly beneficially owned by Advisors and Isaly. Advisors is the sole general partner of Associates III. Isaly is the managing member of, and holder of a controlling interest in, Advisors. By virtue of such relationship, Advisors and Isaly may be deemed to have voting and investment power with respect to the securities held by Associates III noted above. As a result, each of Advisors and Isaly may be deemed to have beneficial ownership of the securities held by Associates III.
  8. Each of GP III, Advisors, Isaly and the reporting person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that the reporting person or any of the other foregoing persons is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.