Download Foundation Medicine, Inc.

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.