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FORM 4 OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 1. Name and Address of Reporting Person * 2. Issuer Name and Ticker or Trading Symbol 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Kafka Steven J. Foundation Medicine, Inc. [ FMI ] _____ Director _____ 10% Owner __ X __ Officer (give title below) below) _____ Other (specify President & COO (Last) (First) 3. Date of Earliest Transaction (MM/DD/YYYY) (Middle) 150 SECOND STREET, C/O FOUNDATION MEDICINE, INC. 11/18/2016 (Street) 4. If Amendment, Date Original Filed 6. Individual or Joint/Group Filing (Check (MM/DD/YYYY) Applicable Line) CAMBRIDGE, MA 02141 (City) (State) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Trans. Date 2A. Deemed 3. Trans. Execution Code Date, if any (Instr. 8) Code M 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) V (A) or Amount (D) 1459 A Common Stock 11/18/2016 Common Stock 11/18/2016 S 1459 Common Stock Common Stock Common Stock Common Stock 11/22/2016 11/22/2016 11/22/2016 11/22/2016 M S M S 125 125 (1) 4689 4689 (1) (1) D A D A D 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) Price $4.16 $23.06 (2) $4.16 $23.00 $4.16 $23.00 6. Ownership Form: Direct 7. Nature of Indirect (D) or Indirect (I) (Instr. 4) Beneficial Ownership (Instr. 4) 103009 D 101550 D 101675 101550 106239 101550 D D D D Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivate Security (Instr. 3) 2. Conversion 3. Trans. Date 3A. Deemed 4. Trans. or Exercise Execution Code Price of Date, if any (Instr. 8) Derivative Security Code stock option (right to buy) stock option (right to buy) stock Option (right to buy) 5. Number of 6. Date Exercisable and Derivative Expiration Date Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) V (A) (D) Date Exercisable Expiration Date $4.16 11/18/2016 M 1459 (3) 3/7/2023 $4.16 11/22/2016 M 125 (3) 3/7/2023 4689 (4) 3/7/2023 $4.16 11/22/2016 M 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) Title Common Stock Common Stock Common Stock 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) Amount or Number of Shares 1459 $0.00 2709 D 125 $0.00 2584 D 4689 $0.00 781 D Explanation of Responses: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 19, (1) 2016. The price reported in this Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from (2) $23.00 to $23.15, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the (3) (4) Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote. This is a non-qualified portion of an option granted on March 7, 2013 that vested 25% on January 2, 2014 and then vests in equal quarterly installments until fully vested on January 2, 2017. This is a non-qualified portion of an option granted on March 7, 2013 that vests in equal quarterly installments beginning on June 7, 2013 until fully vested on March 7, 2017. Reporting Owners Reporting Owner Name / Address Director Relationships 10% Owner Officer Kafka Steven J. 150 SECOND STREET C/O FOUNDATION MEDICINE, INC. CAMBRIDGE, MA 02141 Signatures Robert W. Hesslein, as Attorney-in-Fact for Steven J. Kafka ** Signature of Reporting Person Other President & COO 11/22/2016 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 control number.