0001209191-18-044922.txt : 20180802
0001209191-18-044922.hdr.sgml : 20180802
20180802160526
ACCESSION NUMBER: 0001209191-18-044922
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180731
FILED AS OF DATE: 20180802
DATE AS OF CHANGE: 20180802
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DOUGHERTY MICHAEL R
CENTRAL INDEX KEY: 0001033516
STATE OF INCORPORATION: PA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36086
FILM NUMBER: 18988230
MAIL ADDRESS:
STREET 1: C/O ADOLOR CORP
STREET 2: 700 PENNSYLVANIA DR
CITY: EXTON
STATE: PA
ZIP: 19341
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Foundation Medicine, Inc.
CENTRAL INDEX KEY: 0001488613
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071]
IRS NUMBER: 271316416
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 150 SECOND STREET
CITY: CAMBRIDGE
STATE: MA
ZIP: 02141
BUSINESS PHONE: 617-418-2200
MAIL ADDRESS:
STREET 1: 150 SECOND STREET
CITY: CAMBRIDGE
STATE: MA
ZIP: 02141
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2018-07-31
1
0001488613
Foundation Medicine, Inc.
FMI
0001033516
DOUGHERTY MICHAEL R
C/O FOUNDATION MEDICINE, INC.
150 SECOND STREET
CAMBRIDGE
MA
02141
1
0
0
0
Common Stock
2018-07-31
4
U
0
12120
137.00
D
12669
D
Common Stock
2018-07-31
4
J
0
12669
137.00
D
0
D
Foundation Medicine, Inc., a Delaware corporation (the "Company") entered into an Agreement and Plan of Merger, dated as of June 18, 2018, as amended (the "Merger Agreement"), with Roche Holdings, Inc., a Delaware corporation ("Parent" or "Roche"), and 062018 Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, Parent caused Merger Sub to conduct a tender offer (the "Tender Offer") for all of the issued and outstanding shares of common stock, par value $0.0001 per share, of the Company, at a price of $137 per share. On July 31, 2018, Merger Sub irrevocably accepted for payment all shares that were validly tendered and not withdrawn. On July 31, 2018, following consummation of the Tender Offer, Merger Sub merged with and into the Company.
The amount reported represents the number of shares sold by the reporting person in connection with the Tender Offer by Roche.
The amount reported represents the number of restricted stock units cancelled in connection with the Tender Offer by Roche and converted into the right to receive an amount in cash equal to the product of (1) the offer price of $137 per share multiplied by (2) the number of shares represented by such restricted stock units, without interest and less any required withholding taxes. The restricted stock units were granted on October 26, 2016 and vest in three annual installments or immediately upon a change-of-control of the Issuer.
/s/ Robert W. Hesslein, as Attorney-in-Fact for Michael R. Dougherty
2018-08-02