SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ROCHE HOLDINGS INC (Last) (First) (Middle) 1 DNA WAY, MS #24 (Street) SOUTH SAN FRANCISCO CA 94080 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Foundation Medicine, Inc. [ FMI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) X Other (specify below) See Footnote (1)
	3. Date of Earliest Transaction (Month/Day/Year) 04/07/2015
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/07/2015		A		5,000,000(2)	A	$50	5,000,000	D(1)(3)(5)
Common Stock	04/07/2015		P		15,604,288(2)	A	$50	20,604,288	D(1)(3)(5)
Common Stock								414,823	D(1)(4)(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* ROCHE HOLDINGS INC (Last) (First) (Middle) 1 DNA WAY, MS #24 (Street) SOUTH SAN FRANCISCO CA 94080 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) See Footnote (1)

1. Name and Address of Reporting Person* ROCHE FINANCE LTD (Last) (First) (Middle) GRENZACHERSTRASSE 122 (Street) BASEL V8 CH-4070 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) See Footnote (1)

1. Name and Address of Reporting Person* ROCHE HOLDING LTD (Last) (First) (Middle) GRENZACHERSTRASSE 124 (Street) BASEL V8 CH-4070 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) See Footnote (1)

Explanation of Responses:

1. 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.

2. Pursuant to the Transaction Agreement entered into between Holdings and the Issuer, dated January 11, 2015 (the "Transaction Agreement"), on April 7, 2015, (a) Holdings made a primary investment of $250 million in cash to purchase 5 million newly issued shares of Common Stock of the Issuer (the "Issuance") and (b) Holdings consummated a tender offer to purchase up to 15,604,288 shares of Common Stock of the Issuer (the "Tender Offer" and, together with the Issuance, the "Investment").

3. 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.

4. 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.

5. 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.

Remarks:

Pursuant to the Transaction Agreement and the Investor Rights Agreement, dated January 11, 2015, between the Issuer, Holdings and the other parties thereto, upon consummation of the Investment, the following three individuals appointed by Holdings were elected to the Board of Directors of the Issuer: Daniel O'Day, Sandra Horning, M.D. and Michael D. Varney, Ph.D. Holdings is a wholly owned subsidiary of Finance, which is a wholly owned subsidiary of Parent. Accordingly, each of the Reporting Persons may be deemed a "director by deputization" of the Issuer.

	ROCHE HOLDINGS, INC., Bruce Resnick, Senior Tax Counsel US, Authorized Signatory, /s/ Bruce Resnick	04/09/2015
	ROCHE FINANCE LTD, Peter Eisenring, Head Group Tax and Insurance, Authorized Signatory, /s/ Peter Eisenring	04/09/2015
	ROCHE FINANCE LTD, Andreas Knierzinger, Head Group Treasury & Financing, Authorized Signatory, /s/ Andreas Knierzinger	04/09/2015
	ROCHE HOLDING LTD, Peter Eisenring, Head Group Tax and Insurance, Authorized Signatory, /s/ Peter Eisenring	04/09/2015
	ROCHE HOLDING LTD, Andreas Knierzinger, Head Group Treasury & Financing, Authorized Signatory, /s/ Andreas Knierzinger	04/09/2015
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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