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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
stock option (right to buy) | $ 0.84 | 03/04/2015 | M | 118,516 | (4) | 01/10/2022 | common stock | 118,516 | $ 0 | 29,642 | D | ||||
stock option (right to buy) | $ 0.84 | 03/05/2015 | M | 22,693 | (4) | 01/10/2022 | common stock | 22,693 | $ 0 | 6,949 | D | ||||
stock option (right to buy) | $ 0.84 | 03/05/2015 | M | 67,200 | (5) | 03/27/2022 | common stock | 67,200 | $ 0 | 30,548 | D | ||||
stock option (right to buy) | $ 4.16 | 03/05/2015 | M | 38,276 | (6) | 03/07/2023 | common stock | 38,276 | $ 0 | 49,224 | D | ||||
stock option (right to buy) | $ 7.12 | 03/05/2015 | M | 21,875 | (7) | 05/21/2023 | common Stock | 21,875 | $ 0 | 65,625 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Pellini Michael J 150 SECOND STREET C/O FOUNDATION MEDICINE, INC. CAMBRIDGE, MA 02141 |
X | President & CEO |
Robert W. Hesslein, as Attorney-in-Fact for Michael J. Pellini | 03/06/2015 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The sale reported in this Form 4 was effected to cover the tax liabilities of the reporting person in connection with the exercise of the stock options referenced herein. The reporting person exercised such stock options in order to participate in the tender offer commenced by Roche Holdings, Inc. on February 2, 2015. |
(2) | The price reported in this Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $47.25 to $47.60, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote. |
(3) | The price reported in this Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $46.85 to $47.60, inclusive. The reporting person undertakes to provide Foundation Medicine, Inc., any security holder of Foundation Medicine, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote. |
(4) | This option was granted on January 10, 2012. Twenty-five percent vested on May 9, 2012 and the remaining shares vest over each successive quarter thereafter until fully vested on May 9, 2015. |
(5) | This option was granted on March 27, 2012. Twenty-five percent vested on March 27, 2013 and an additional 6.25% vests each successive quarter thereafter until fully vested on March 27, 2016. |
(6) | This option was granted on March 7, 2013 and vests in equal quarterly installments beginning on June 7, 2013 until fully vested on March 7, 2017. |
(7) | This option was granted on May 21, 2013 and vests in equal quarterly installments beginning on April 1, 2014 until fully vested on January 1, 2018. |