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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 Insider Title 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
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
  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.