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
X	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* Pellini Michael J (Last) (First) (Middle) 150 SECOND STREET C/O FOUNDATION MEDICINE, INC. (Street) CAMBRIDGE MA 02141 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Foundation Medicine, Inc. [ FMI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/31/2018
	4. 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 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	07/31/2018(1)		U		103,711(2)	D	$137	0	D

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
stock option (right to buy)	$0.84	07/31/2018(1)		H			6,949	(3)	01/10/2022	Common Stock	6,949	$0.00	0	D
stock option (right to buy)	$0.84	07/31/2018(1)		H			30,548	(4)	03/27/2022	Common Stock	30,548	$0.00	0	D
stock option (right to buy)	$4.16	07/31/2018(1)		H			49,224	(5)	03/07/2023	Common Stock	49,224	$0.00	0	D
stock option (right to buy)	$7.12	07/31/2018(1)		H			25,625	(6)	05/21/2023	Common Stock	25,625	$0.00	0	D

Explanation of Responses:

1. 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.

2. The amount reported represents the number of shares sold by the reporting person in connection with the Tender Offer by Roche.

3. This stock option was granted on January 10, 2012 and vested 25% after one year and then in equal quarterly installments over three years until fully vested. All unvested stock options accelerated and became 100% vested in connection with the completion of a tender offer by Roche on April 7, 2015.

4. This stock option was granted on March 27, 2012 and vested 25% after one year and then in equal quarterly installments over three years until fully vested. All unvested stock options accelerated and became 100% vested in connection with the completion of a tender offer by Roche on April 7, 2015.

5. This stock option was granted on March 7, 2013 and vested in equal quarterly installments over four years until fully vested. All unvested stock options accelerated and became 100% vested in connection with the completion of a tender offer by Roche on April 7, 2015.

6. This stock option was granted on May 21, 2013 and vested in equal quarterly installments over four years until fully vested. All unvested stock options accelerated and became 100% vested in connection with the completion of a tender offer by Roche on April 7, 2015.

Remarks:

	/s/ Robert W. Hesslein, as Attorney-in-Fact for Michael J. Pellini	08/02/2018
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.