4//SEC Filing
Miller Vincent A. 4
Accession 0001209191-18-044931
CIK 0001488613other
Filed
Aug 1, 8:00 PM ET
Accepted
Aug 2, 4:07 PM ET
Size
10.9 KB
Accession
0001209191-18-044931
Insider Transaction Report
Form 4
Miller Vincent A.
Chief Medical Officer
Transactions
- Expiration (Short)
stock option (right to buy)
2018-07-31−14,271→ 0 totalExercise: $29.94Exp: 2024-04-09→ Common Stock (14,271 underlying) - Other
Common Stock
2018-07-31$137.00/sh−36,186$4,957,482→ 0 total - Disposition from Tender
Common Stock
2018-07-31$137.00/sh−30,993$4,246,041→ 36,186 total
Footnotes (5)
- [F1]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 On July 31, 2018, Merger Sub irrevocably accepted for payment all shares that were validly tendered and not withdrawn.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.
- [F2]The amount reported represents the number of shares sold by the reporting person in connection with the Tender Offer by Roche.
- [F3]The amount reported represents the number of unvested 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 unvested restricted stock units, without interest and less any required withholding taxes. Payments are subject to the original vesting schedule and vesting conditions applicable to the underlying unvested restricted stock units.
- [F4]The amount reported represents the number of vested stock options 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 minus the per share exercise price of the vested stock options, multiplied by (2) the number of shares represented by such vested stock options, without interest and less any required withholding taxes.
- [F5]Represents the non-qualified portion of a stock option granted on April 9, 2014 with vesting in equal quarterly installments beginning on June 30, 2014 until fully vested on March 31, 2018.
Documents
Issuer
Foundation Medicine, Inc.
CIK 0001488613
Entity typeother
Related Parties
1- filerCIK 0001584999
Filing Metadata
- Form type
- 4
- Filed
- Aug 1, 8:00 PM ET
- Accepted
- Aug 2, 4:07 PM ET
- Size
- 10.9 KB