X0206 3 2014-07-16 0 0001472343 Roka BioScience, Inc. ROKA 0001055951 ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 0 0 1 0 0001432241 OrbiMed Capital GP III LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 0 0 1 0 0001055949 ISALY SAMUEL D 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock, par value $0.001 per share 4688 I See footnote Common Stock, par value $0.001 per share 44 I See footnote Series B Preferred Stock 2009-09-10 Common Stock, par value $0.001 per share 1112592 I See footnote Series B Preferred Stock 2009-09-10 Common Stock, par value $0.001 per share 10596 I See footnote Series C Preferred Stock 2011-04-29 Common Stock, par value $0.001 per share 361612 I See footnote Series C Preferred Stock 2011-04-29 Common Stock, par value $0.001 per share 3443 I See footnote Series D Preferred Stock 2011-12-19 Common Stock, par value $0.001 per share 794178 I See footnote Series D Preferred Stock 2011-12-19 Common Stock, par value $0.001 per share 7563 I See footnote Series E Preferred Stock 2013-06-13 Common Stock, par value $0.001 per share 537264 I See footnote Series E Preferred Stock 2013-06-13 Common Stock, par value $0.001 per share 5116 I See footnote Warrant (right to buy) 11.56 2009-09-10 2016-09-10 See footnote 222518 I See footnote Warrant (right to buy) 11.56 2009-09-10 2016-09-10 See footnote 2119 I See footnote These securities are held of record by OrbiMed Private Investments III, LP ("OPI III"). OrbiMed Capital GP III LLC ("GP III") is the sole general partner of OPI III, and OrbiMed Advisors LLC ("Advisors") is the managing member of GP III. Samuel D. Isaly, a natural person ("Isaly"), is the managing member of and owner of a controlling interest in Advisors. By virtue of such relationships, GP III, Advisors and Mr. Isaly may be deemed to have voting and investment power over the securities held by OPI III and as a result may be deemed to have beneficial ownership over such securities. These securities are held of record by OrbiMed Associates III, LP ("Associates III"). Advisors is the sole general partner of Associates III. Mr. Isaly is the managing member of and owner of a controlling interest in Advisors. By virtue of such relationships, Advisors and Mr. Isaly may be deemed to have voting and investment power over the securities held by Associates III and as a result may be deemed to have beneficial ownership over such securities. This report on Form 3 is jointly filed by GP III, Advisors, and Mr. Isaly. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. The Reporting Persons have designated a representative, currently Jonathan T. Silverstein, a member of Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. The shares of Series B Preferred Stock have no expiration date and shall automatically convert upon the consummation of the Issuer's initial public offering at a conversion ratio of 1 share of Series B Preferred Stock to 0.0906 shares of common stock, for no additional consideration. Such conversion is reflected in the amount of common stock underlying the security. The shares of Series C Preferred Stock have no expiration date and shall automatically convert upon the consummation of the Issuer's initial public offering at a conversion ratio of 1 share of Series C Preferred Stock to 0.0906 shares of common stock, for no additional consideration. Such conversion is reflected in the amount of common stock underlying the security. The shares of Series D Preferred Stock have no expiration date and shall automatically convert upon the consummation of the Issuer's initial public offering at a conversion ratio of 1 share of Series D Preferred Stock to 0.0937 shares of common stock, for no additional consideration. Such conversion is reflected in the amount of common stock underlying the security. The shares of Series E Preferred Stock have no expiration date and shall automatically convert upon the consummation of the Issuer's initial public offering at a conversion ratio of 1 share of Series E Preferred Stock to 0.0906 shares of common stock, for no additional consideration. Such conversion is reflected in the amount of common stock underlying the security. Prior to the completion of the Issuer's initial public offering, the warrant is exercisable for shares of Series B Preferred Stock. Following the completion of the Issuer's initial public offering, the warrant is exercisable for shares of the Issuer's common stock at a ratio of 1 share of Series B Preferred Stock to 0.0906 shares of common stock. Such conversion is reflected in the amount of common stock underlying the security and the exercise price per share of such common stock. /s/ Samuel D. Isaly 2014-07-16