SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

SILVERSTEIN JONATHAN

(Last)

(First)

(Middle)

C/O ROKA BIOSCIENCES, INC.

20 INDEPENDENCE BOULEVARD

(Street)

WARREN

07059

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/16/2014

3. Issuer Name and Ticker or Trading Symbol
Roka BioScience, Inc. [ ROKA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share	4,688	I	See footnotes⁽¹⁾⁽³⁾
Common Stock, par value $0.001 per share	44	I	See footnotes⁽²⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	09/10/2009	⁽⁴⁾	Common Stock, par value $0.001 per share	1,112,592	⁽⁴⁾	I	See footnotes⁽¹⁾⁽³⁾
Series B Preferred Stock	09/10/2009	⁽⁴⁾	Common Stock, par value $0.001 per share	10,596	⁽⁴⁾	I	See footnotes⁽²⁾⁽³⁾
Series C Preferred Stock	04/29/2011	⁽⁵⁾	Common Stock, par value $0.001 per share	361,612	⁽⁵⁾	I	See footnotes⁽¹⁾⁽³⁾
Series C Preferred Stock	04/29/2011	⁽⁵⁾	Common Stock, par value $0.001 per share	3,443	⁽⁵⁾	I	See footnotes⁽²⁾⁽³⁾
Series D Preferred Stock	12/19/2011	⁽⁶⁾	Common Stock, par value $0.001 per share	794,178	⁽⁶⁾	I	See footnotes⁽¹⁾⁽³⁾
Series D Preferred Stock	12/19/2011	⁽⁶⁾	Common Stock, par value $0.001 per share	7,563	⁽⁶⁾	I	See footnotes⁽²⁾⁽³⁾
Series E Preferred Stock	06/13/2013	⁽⁷⁾	Common Stock, par value $0.001 per share	537,264	⁽⁷⁾	I	See footnotes⁽¹⁾⁽³⁾
Series E Preferred Stock	06/13/2013	⁽⁷⁾	Common Stock, par value $0.001 per share	5,116	⁽⁷⁾	I	See footnotes⁽²⁾⁽³⁾
Warrant (right to buy)	09/10/2009	09/10/2016	See footnote⁽⁸⁾	222,518	$11.56	I	See footnotes⁽¹⁾⁽³⁾
Warrant (right to buy)	09/10/2009	09/10/2016	See footnote⁽⁸⁾	2,119	$11.56	I	See footnotes⁽²⁾⁽³⁾

Explanation of Responses:

1. These securities are held of record by OrbiMed Private Investments III, LP ("OPI III"). OrbiMed Capital GP III LLC ("GP III") is the sole general partner of OPI III, and OrbiMed Advisors LLC ("Advisors") is the managing member of GP III. Samuel D. Isaly, a natural person ("Isaly"), is the managing member of and owner of a controlling interest in Advisors. By virtue of such relationships, GP III, Advisors and Mr. Isaly may be deemed to have voting and investment power over the securities held by OPI III and as a result may be deemed to have beneficial ownership over such securities. The reporting person is a member of Advisors.

2. These securities are held of record by OrbiMed Associates III, LP ("Associates III"). Advisors is the sole general partner of Associates III. Mr. Isaly is the managing member of and owner of a controlling interest in Advisors. By virtue of such relationships, Advisors and Mr. Isaly may be deemed to have voting and investment power over the securities held by Associates III and as a result may be deemed to have beneficial ownership over such securities. The reporting person is a member of Advisors.

3. Each of GP III, Advisors, Mr. Isaly, and the reporting person disclaims beneficial ownership of the securities reported herein for purposes of Rule16a-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 any such entity or person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

4. The shares of Series B Preferred Stock have no expiration date and shall automatically convert upon 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.

5. The shares of Series C Preferred Stock have no expiration date and shall automatically convert upon 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.

6. The shares of Series D Preferred Stock have no expiration date and shall automatically convert upon 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.

7. The shares of Series E Preferred Stock have no expiration date and shall automatically convert upon 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.

8. Prior to the completion of the Issuer's initial public offering, the warrant is exercisable for shares of Series B Preferred Stock. Following the completion of the Issuer's initial public offering, the warrant is exercisable for shares of the Issuer's common stock at a ratio of 1 share of Series B Preferred Stock to 0.0906 shares of common stock. Such conversion is reflected in the amount of common stock underlying the security and the exercise price per share of such common stock.

	/s/ Jonathan T. Silverstein	07/16/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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