0000947871-17-000672.txt : 20170825
0000947871-17-000672.hdr.sgml : 20170825
20170825153003
ACCESSION NUMBER: 0000947871-17-000672
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170823
FILED AS OF DATE: 20170825
DATE AS OF CHANGE: 20170825
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ISALY SAMUEL D
CENTRAL INDEX KEY: 0001055949
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36538
FILM NUMBER: 171051889
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC
CENTRAL INDEX KEY: 0001055951
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36538
FILM NUMBER: 171051891
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OrbiMed Capital GP III LLC
CENTRAL INDEX KEY: 0001432241
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36538
FILM NUMBER: 171051890
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-749-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Roka BioScience, Inc.
CENTRAL INDEX KEY: 0001472343
STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826]
IRS NUMBER: 270881542
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1216
BUSINESS ADDRESS:
STREET 1: 20 INDEPENDENCE BOULEVARD
CITY: WARREN
STATE: NJ
ZIP: 07059
BUSINESS PHONE: 908-605-4700
MAIL ADDRESS:
STREET 1: 20 INDEPENDENCE BOULEVARD
CITY: WARREN
STATE: NJ
ZIP: 07059
4
1
ss56657_4.xml
OWNERSHIP DOCUMENT
X0306
4
2017-08-23
0
0001472343
Roka BioScience, Inc.
ROKA
0001055951
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001432241
OrbiMed Capital GP III LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001055949
ISALY SAMUEL D
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK
NY
10022
0
0
1
0
Common Stock, par value $0.001 per share
2017-08-23
4
S
0
1090
1.50
D
809386
I
See Footnotes
Common Stock, par value $0.001 per share
2017-08-23
4
S
0
10
1.50
D
7708
I
See Footnotes
Common Stock, par value $0.001 per share
2017-08-24
4
S
0
13075
1.50
D
796311
I
See Footnotes
Common Stock, par value $0.001 per share
2017-08-24
4
S
0
125
1.50
D
7583
I
See Footnotes
The price reported in Column 4 is a weighted average price. These shares of the Issuer's common stock ("Shares") were sold in multiple transactions at prices ranging from $1.48 to $1.53 inclusive. Upon request, the Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission (the "SEC") full information regarding the Shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $1.49 to $1.50 inclusive. Upon request, the Reporting Person undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares sold at each separate price within the range set forth in this footnote.
These securities are held of record by OrbiMed Private Investments III, LP ("OPI III") and may be deemed to be indirectly beneficially owned by OrbiMed Capital GP III LLC ("GP III"), OrbiMed Advisors LLC ("Advisors") and Samuel D. Isaly ("Isaly"). GP III is the sole general partner of OPI III. Advisors, a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP III. By virtue of such relationships, GP III and Advisors may be deemed to have voting and investment power with respect to the securities held by OPI III noted above.
Isaly, a natural person, may also be deemed to have voting and investment power with respect to the securities held by OPI III noted above in his capacity as the managing member of, and holder of a controlling interest, in Advisors. As a result, each of GP III, Advisors and Isaly may be deemed to have beneficial ownership of the securities held by OPI III.
These securities are held of record by OrbiMed Associates III, LP ("Associates III") and may be deemed to be indirectly beneficially owned by Advisors and Isaly. Advisors is the sole general partner of Associates III. Isaly is the managing member of, and holder of a controlling interest in, Advisors. By virtue of such relationship, Advisors and Isaly may be deemed to have voting and investment power with respect to the securities held by Associates III noted above. As a result, each of Advisors and Isaly may be deemed to have beneficial ownership of the securities held by Associates III.
This report on Form 4 is jointly filed by GP III, Advisors and Isaly. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-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 the Reporting Persons are beneficial owners for the purpose of Section 16 of the Exchange Act, or for any other purpose.
/s/ Samuel D. Isaly
2017-08-25