4//SEC Filing
ROCHE HOLDING LTD 4
Accession 0000950103-18-009381
CIK 0001488613other
Filed
Aug 1, 8:00 PM ET
Accepted
Aug 2, 7:08 PM ET
Size
14.8 KB
Accession
0000950103-18-009381
Insider Transaction Report
Form 4
ROCHE FINANCE LTD
10% OwnerOther
Transactions
- Purchase
Common Stock
2018-07-31$137.00/sh+13,877,949$1,901,279,013→ 34,482,237 total - Purchase
Common Stock
2018-07-31$137.00/sh+2,343,078$321,001,686→ 36,825,315 total
Holdings
- 414,823
Common Stock
ROCHE HOLDING LTD
10% OwnerOther
Transactions
- Purchase
Common Stock
2018-07-31$137.00/sh+13,877,949$1,901,279,013→ 34,482,237 total - Purchase
Common Stock
2018-07-31$137.00/sh+2,343,078$321,001,686→ 36,825,315 total
Holdings
- 414,823
Common Stock
ROCHE HOLDINGS INC
10% OwnerOther
Transactions
- Purchase
Common Stock
2018-07-31$137.00/sh+2,343,078$321,001,686→ 36,825,315 total - Purchase
Common Stock
2018-07-31$137.00/sh+13,877,949$1,901,279,013→ 34,482,237 total
Holdings
- 414,823
Common Stock
Footnotes (6)
- [F1]This statement is being filed jointly by Roche Holdings, Inc. ("Holdings"), Roche Finance Ltd ("Finance") and Roche Holding Ltd ("Parent" and, together with Holdings and Finance, the "Reporting Persons"). Holdings is a wholly owned subsidiary of Finance, which is a wholly owned subsidiary of Parent. Additionally, the Reporting Persons understand that certain shareholders of Parent are party to a shareholder pooling agreement with respect to a significant portion of (but not a majority of) the issued shares of Parent.
- [F2]Pursuant to the Agreement and Plan of Merger entered into between Holdings, 062018 Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Holdings ("Purchaser") and the Issuer, dated June 18, 2018 (the "Merger Agreement"), on (a) July 2, 2018, Purchaser commenced a tender offer (the "Tender Offer") to purchase all of the outstanding shares of Common Stock of the Issuer not already owned by Parent and its affiliates; (b) immediately after midnight on July 31, 2018, Holdings consummated the Tender Offer to purchase 13,877,949 shares of Common Stock of the Issuer; and (c) also on July 31, 2018, Purchaser merged with and into the Issuer, with the Issuer surviving (the "Merger").
- [F3]Includes certain shares to be delivered pursuant to a notice of guaranteed delivery.
- [F4]Holdings is the direct beneficial owner of these shares of Common Stock of the Issuer. Finance and Parent are indirect beneficial owners of these shares of Common Stock of the Issuer.
- [F5]Finance is the direct beneficial owner of these shares of Common Stock of the Issuer. Parent is the indirect beneficial owner of these shares of Common Stock of the Issuer.
- [F6]Each Reporting Person disclaims beneficial ownership of the securities reported in Table I except to the extent of its pecuniary interest therein, if any. Each Reporting Person also disclaims beneficial ownership of any shares of Common Stock of the Issuer that may be or are beneficially owned by any other person or persons other than such Reporting Person. This Form 4 shall not be deemed an admission that any Reporting Person or other person is a beneficial owner of any shares of Common Stock of the Issuer for any purpose, other than the securities reported in Table I of this Form 4.
Documents
Issuer
Foundation Medicine, Inc.
CIK 0001488613
Entity typeother
IncorporatedSwitzerland
Related Parties
1- filerCIK 0000889131
Filing Metadata
- Form type
- 4
- Filed
- Aug 1, 8:00 PM ET
- Accepted
- Aug 2, 7:08 PM ET
- Size
- 14.8 KB