SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* TPG Group Holdings (SBS) Advisors, Inc. (Last) (First) (Middle) C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH, TX 76102 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Roka BioScience, Inc. [ ROKA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/22/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/22/2014		C		2,638,753	A	(2)(3)(4)	2,639,282	I	See Explanation of Responses(1)(6)(7)
Common Stock	07/22/2014		P		350,000	A	(5)	2,989,282	I	See Explanation of Responses(1)(6)(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Common Stock	(2)	07/22/2014		C			3,880	(2)	(2)	Common Stock	3,880	(2)	0	I	See Explanation of Responses(1)(6)(7)
Series B Preferred Stock	(4)	07/22/2014		C			12,400,000	(4)	(4)	Common Stock	1,123,188	(4)	0	I	See Explanation of Responses(1)(6)(7)
Series C Preferred Stock	(4)	07/22/2014		C			4,030,224	(4)	(4)	Common Stock	365,056	(4)	0	I	See Explanation of Responses(1)(6)(7)
Series D Preferred Stock	(4)	07/22/2014		C			6,844,627	(4)	(4)	Common Stock	641,393	(4)	0	I	See Explanation of Responses(1)(6)(7)
Series E Preferred Stock	(4)	07/22/2014		C			5,577,814	(4)	(4)	Common Stock	505,236	(4)	0	I	See Explanation of Responses(1)(6)(7)

1. Name and Address of Reporting Person* TPG Group Holdings (SBS) Advisors, Inc. (Last) (First) (Middle) C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH, TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BONDERMAN DAVID (Last) (First) (Middle) C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH, TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* COULTER JAMES G (Last) (First) (Middle) C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH, TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Biotechnology GenPar III Advisors, LLC, which is the general partner of TPG Biotechnology GenPar III, L.P., which is the general partner of TPG Biotechnology Partners III, L.P. ("TPG Biotech III"), which directly holds 2,989,282 shares of Common Stock ("Common Stock") of Roka Bioscience, Inc. (the "Issuer").

2. Pursuant to the Sixth Amended and Restated Certificate of Incorporation of the Issuer, as amended (the "Certificate of Incorporation"), on July 22, 2014, the shares of Series A Common Stock of the Issuer (the "Series A Common") held by TPG Biotech III automatically converted into 3,880 shares of Common Stock. The shares of Series A Common held by TPG Biotech were convertible, at the option of the holder, at any time into shares of Series B Common Stock of the Issuer (the "Series B Common") at an initial conversion rate equal to one share of Series A Common per share of Series B Common. The Certificate of Incorporation was amended in connection with the Issuer's initial public offering (the "IPO") to provide for the automatic conversion of all shares of Series B Common and Series A Common into shares of Common Stock.

3. Pursuant to the Certificate of Incorporation, on July 22, 2014, the (a) shares of Series B Preferred Stock of the Issuer (the "Series B Preferred") held by TPG Biotech III automatically converted into 1,123,188 shares of Common Stock, (b) shares of Series C Preferred Stock of the Issuer (the "Series C Preferred") held by TPG Biotech III automatically converted into 365,056 shares of Common Stock, (c) shares of Series D Preferred Stock of the Issuer (the "Series D Preferred") held by TPG Biotech III automatically converted into 641,393 shares of Common Stock, and (d) shares of Series E Preferred Stock of the Issuer (the "Series E Preferred" and, together with the Series B Preferred, the Series C Preferred and the Series D Preferred, the "Preferred Stock") held by TPG Biotech III automatically converted into 505,236 shares of Common Stock.

4. Pursuant to the Certificate of Incorporation, the shares of Preferred Stock were convertible, at the option of the holder, at any time into shares of Series A Common at initial conversion rates equal, (i) in the case of the Series B Preferred, the Series C Preferred and the Series E Preferred, to one share of Series A Common per share of Preferred Stock and (ii) in the case of the Series D Preferred, at an initial conversion rate equal to approximately 1.03 shares of Series A Common per share of Series D Preferred. The initial conversion rates were adjusted as a result of a 1-for-11.04 reverse stock split of the Series A Common, and the Certificate of Incorporation was amended in connection with the IPO to provide for the automatic conversion of shares of Preferred Stock into shares of Common Stock.

5. On July 22, 2014, TPG Biotech III acquired 350,000 shares of Common Stock at a price of $12.00 per share in connection with the IPO.

6. Because of the relationship between the Reporting Persons and TPG Biotech III, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Biotech III. Each of TPG Biotech III and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Biotech III's or such Reporting Person's pecuniary interest therein, if any.

7. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:

(8) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (9) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated July 1, 2013, which were previously filed with the Securities and Exchange Commission.

	/s/ Ronald Cami, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (8)	07/24/2014
	/s/ Ronald Cami, on behalf of David Bonderman (8) (9)	07/24/2014
	/s/ Ronald Cami, on behalf of James G. Coulter (8) (9)	07/24/2014
	** Signature of Reporting Person	Date
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