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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Google Ventures 2011 GP, L.L.C. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA 94043 |
X | |||
Google Ventures 2011, L.P. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA 94043 |
X | |||
Google Inc. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA 94043 |
X |
Google Ventures 2011, L.P., By: Google Ventures 2011 GP, L.L.C., its General Partner, By: Google Inc., its Managing Member, By: /s/ Kenneth H. Yi | 06/15/2015 | |
**Signature of Reporting Person | Date | |
Google Ventures 2011 GP, L.L.C., By: Google Inc., its Managing Member, By: /s/ Kenneth H. Yi | 06/15/2015 | |
**Signature of Reporting Person | Date | |
Google Inc., By: /s/ Kenneth H. Yi | 06/15/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.90 to $35.42, inclusive. The Reporting Persons undertake to provide to Foundation Medicine, Inc., any security holder of Foundation Medicine, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2) and (3) to this Form 4. |
(2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.00 to $35.26, inclusive. |
(3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 to $32.71, inclusive. |
(4) | Google Inc., the managing member of Google Ventures 2011 GP, L.L.C., may each have been deemed to have sole power to vote and dispose of these shares. Each of Google Ventures 2011 GP, L.L.C. and Google Inc. disclaim beneficial ownership of the shares except to the extent of any pecuniary interest therein. |
(5) | Solely as a result of the Investor Rights Agreement filed as Exhibit 4.1 of the Form 8-K filed by Issuer with the Securities and Exchange Commission on January 12, 2015, the Reporting Persons may have been deemed to have beneficial ownership of the (a) 20,604,288 shares directly held by Roche Holdings, Inc., an indirect wholly owned subsidiary of Roche Holding Ltd ("Roche" and together with Roche Holdings, Inc. and Roche Finance Ltd, the "Roche Entities"), (b) 414,823 shares directly held by Roche Finance Ltd, a wholly owned subsidiary of Roche and (c) shares previously held by Third Rock Ventures, L.P. ("TRV"). Google Ventures 2011, L.P. no longer holds shares of the Issuer and, accordingly, the Reporting Persons may not be deemed to beneficially own shares directly held by the Roche Entities or TRV. The Reporting Persons disclaim beneficial ownership of any shares of Issuer held by any of the Roche Entities and TRV. |