X0306 4 2014-07-22 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, $0.001 par value per share 2014-07-22 4 C 0 1112592 A 1117280 I See Footnotes Common Stock, $0.001 par value per share 2014-07-22 4 C 0 10596 A 10640 I See Footnotes Common Stock, $0.001 par value per share 2014-07-22 4 C 0 361612 A 1478892 I See Footnotes Common Stock, $0.001 par value per share 2014-07-22 4 C 0 3443 A 14083 I See Footnotes Common Stock, $0.001 par value per share 2014-07-22 4 C 0 794178 A 2273070 I See Footnotes Common Stock, $0.001 par value per share 2014-07-22 4 C 0 7563 A 21646 I See Footnotes Common Stock, $0.001 par value per share 2014-07-22 4 C 0 537264 A 2810334 I See Footnotes Common Stock, $0.001 par value per share 2014-07-22 4 C 0 5116 A 26762 I See Footnotes Common Stock, $0.001 par value per share 2014-07-22 4 P 0 379717 12 A 3190051 I See Footnotes Common Stock, $0.001 par value per share 2014-07-22 4 P 0 3616 12 A 30378 I See Footnotes Series B Convertible Preferred Stock 2014-07-22 4 C 0 12238019 D Common Stock 1112592 0 I See Footnotes Series B Convertible Preferred Stock 2014-07-22 4 C 0 116981 D Common Stock 10596 0 I See Footnotes Series C Convertible Preferred Stock 2014-07-22 4 C 0 3992203 D Common Stock 361612 0 I See Footnotes Series C Convertible Preferred Stock 2014-07-22 4 C 0 38021 D Common Stock 3443 0 I See Footnotes Series D Convertible Preferred Stock 2014-07-22 4 C 0 8475069 D Common Stock 794178 0 I See Footnotes Series D Convertible Preferred Stock 2014-07-22 4 C 0 80715 D Common Stock 7563 0 I See Footnotes Series E Convertible Preferred Stock 2014-07-22 4 C 0 5931402 D Common Stock 537264 0 I See Footnotes Series E Convertible Preferred Stock 2014-07-22 4 C 0 56490 D Common Stock 5116 0 I See Footnotes Represents shares of Common Stock acquired upon the automatic conversion of Series B convertible preferred stock upon the closing of the Issuer's initial public offering of Common Stock. The shares of Series B Preferred Stock had no expiration date and automatically converted at 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. Represents shares of Common Stock acquired upon the automatic conversion of Series C convertible preferred stock upon the closing of the Issuer's initial public offering of Common Stock. The shares of Series C Preferred Stock had no expiration date and automatically converted at 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. Represents shares of Common Stock acquired upon the automatic conversion of Series D convertible preferred stock upon the closing of the Issuer's initial public offering of Common Stock. The shares of Series D Preferred Stock had no expiration date and automatically converted at 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. Represents shares of Common Stock acquired upon the automatic conversion of Series E convertible preferred stock upon the closing of the Issuer's initial public offering of Common Stock. The shares of Series E Preferred Stock had no expiration date and automatically converted at 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. These securities are held of record by OrbiMed Private Investments III, LP ("OPI III") and may be deemed to be indirectly beneficially owned by OrbiMed Capital GP III LLC ("GP III"), OrbiMed Advisors LLC ("Advisors") and Samuel D. Isaly ("Isaly"). GP III is the sole general partner of OPI III. Advisors, a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP III. By virtue of such relationships, GP III and Advisors may be deemed to have voting and investment power with respect to the securities held by OPI III noted above. Isaly, a natural person, may also be deemed to have voting and investment power with respect to the securities held by OPI III noted above in his capacity as the managing member of, and holder of a controlling interest, in Advisors. As a result, each of GP III, Advisors and Isaly may be deemed to have beneficial ownership of the securities held by OPI III. These securities are held of record by OrbiMed Associates III, LP ("Associates III") and may be deemed to be indirectly beneficially owned by Advisors and Isaly. Advisors is the sole general partner of Associates III. Isaly is the managing member of, and holder of a controlling interest in, Advisors. By virtue of such relationship, Advisors and Isaly may be deemed to have voting and investment power with respect to the securities held by Associates III noted above. As a result, each of Advisors and Isaly may be deemed to have beneficial ownership of the securities held by Associates III. This report on Form 4 is jointly filed by GP III, Advisors and 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. This report shall not be deemed an admission that the Reporting Persons are beneficial owners for the purpose of Section 16 of the Exchange Act, or for any other purpose. /s/ Samuel D. Isaly 2014-07-24