0000903423-17-000121.txt : 20170215 0000903423-17-000121.hdr.sgml : 20170215 20170215171745 ACCESSION NUMBER: 0000903423-17-000121 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161110 FILED AS OF DATE: 20170215 DATE AS OF CHANGE: 20170215 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COULTER JAMES G CENTRAL INDEX KEY: 0001099776 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36538 FILM NUMBER: 17615582 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BONDERMAN DAVID CENTRAL INDEX KEY: 0000860866 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36538 FILM NUMBER: 17615583 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG Group Holdings (SBS) Advisors, Inc. CENTRAL INDEX KEY: 0001495741 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36538 FILM NUMBER: 17615584 BUSINESS ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 4 1 roka.xml OWNERSHIP DOCUMENT X0306 4 2016-11-10 0 0001472343 Roka BioScience, Inc. ROKA 0001495741 TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 Common Stock 2016-11-10 4 C 0 571429 A 870357 I See Explanation of Responses Series A Convertible Preferred Stock 2016-11-10 4 C 0 4000 A Common Stock 571428.57 0 I See Explanation of Responses David Bonderman and James G. Coulter are sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, 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 870,357 shares of Common Stock, par value $0.001 per share ("Common Stock"), of Roka Bioscience, Inc. (the "Issuer"). On November 10, 2016, the shares of Series A Convertible Preferred Stock of the Issuer (the "Series A Preferred Shares") held by TPG Biotech III automatically converted into 571,429 shares of Common Stock. Pursuant to the Issuer's Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the "Certificate of Designation"), each Series A Preferred Share was convertible, at the option of each holder or automatically upon Shareholder Approval (as defined in the Certificate of Designation), into a number of shares of Common Stock determined by dividing $1,000 by an initial conversion price of $0.70 per share, subject to adjustment in the event of stock splits, dividends or similar transactions. The initial conversion price was adjusted as a result of the one-for ten reverse stock split of the Common Stock effected on October 11, 2016. 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 such Reporting Person's or such TPG Fund's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under 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. (5) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (6) Clive Bode is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission. /s/ Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (5) 2017-02-15 /s/ Clive Bode on behalf of David Bonderman (5) (6) 2017-02-15 /s/ Clive Bode on behalf of James G. Coulter (5) (6) 2017-02-15