SEC FORM 4

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

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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^*

BYERS BROOK H

(Last)

(First)

(Middle)

C/O KLEINER PERKINS CAUFIELD & BYERS

2750 SAND HILL ROAD

(Street)

MENLO PARK

94025

(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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/27/2014		J⁽¹⁾		322,700	D	$0	2,925,337	I	See footnote⁽²⁾
Common Stock	05/27/2014		J⁽³⁾		27,300	D	$0	247,480	I	See footnote⁽⁴⁾
Common Stock	05/27/2014		J⁽⁵⁾		52,997	A	$0	52,997	I	See footnote⁽⁶⁾
Common Stock	05/27/2014		J⁽⁷⁾		52,997	D	$0	0	I	See footnote⁽⁶⁾
Common Stock	05/27/2014		J⁽⁸⁾		817	A	$0	817	I	By Byers Family Trust
Common Stock	05/27/2014		J⁽⁹⁾		5,028	A	$0	5,845	I	By Byers Family Trust
Common Stock	05/27/2014		J⁽¹⁰⁾		1,466	A	$0	7,311	I	By Byers Family Trust
Common Stock	05/27/2014		J⁽¹⁰⁾		489	A	$0	489	I	By The Hampton 1999 Trust
Common Stock	05/27/2014		J⁽¹⁰⁾		489	A	$0	489	I	By The Austin 1999 Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Kleiner Perkins Caufield & Byers XIV, LLC ("KPCB XIV") made pro rata distributions for no consideration to its members of 322,700 shares of common stock of the issuer on May 27, 2014 (the "Fund Distribution").

2. The shares are directly held by KPCB XIV. All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The managing member of KPCB XIV is KPCB XIV Associates, LLC ("XIV Associates"). The voting and dispositive control over the shares is shared by individual managing members of XIV Associates, none of whom has veto power.

3. KPCB XIV Founders Fund, LLC ("KPCB XIV FF") made pro rata distributions for no consideration to its members of 27,300 shares of common stock of the issuer on May 27, 2014 (the "FF Distribution").

4. The shares are directly held by KPCB XIV FF. All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The managing member of KPCB XIV FF is XIV Associates. The voting and dispositive control over the shares is shared by individual managing members of XIV Associates, none of whom has veto power.

5. Shares acquired in connection with the Fund Distribution of such shares to the members of KPCB XIV.

6. The shares are directly held by XIV Associates. All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The voting and dispositive control over the shares is shared by individual managing members of XIV Associates, none of whom has veto power.

7. XIV Associates made pro rata distributions for no consideration to its members of 52,997 shares of common stock of the issuer on May 27, 2014 (the "Associates Distribution").

8. Shares acquired in connection with the Fund Distribution of such shares to the members of KPCB XIV.

9. Shares acquired in connection with the FF Distribution of such shares to the members of KPCB XIV FF.

10. Shares acquired in connection with the Associates Distribution of such shares to the members of XIV Associates.

Remarks:

The Reporting Person is a managing member of XIV Associates. The Reporting Person disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that he is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

	/s/ Paul Vronsky as Attorney-In-Fact for Brook Byers	05/29/2014
	** Signature of Reporting Person	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).
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