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^*

ORBIMED ADVISORS LLC

(Last)

(First)

(Middle)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Roka BioScience, Inc. [ ROKA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2014

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)
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, $0.001 par value per share	07/22/2014		C		1,112,592	A	⁽¹⁾	1,117,280	I	See Footnotes⁽⁵⁾⁽⁶⁾⁽⁸⁾
Common Stock, $0.001 par value per share	07/22/2014		C		10,596	A	⁽¹⁾	10,640	I	See Footnotes⁽⁷⁾⁽⁸⁾
Common Stock, $0.001 par value per share	07/22/2014		C		361,612	A	⁽²⁾	1,478,892	I	See Footnotes⁽⁵⁾⁽⁶⁾⁽⁸⁾
Common Stock, $0.001 par value per share	07/22/2014		C		3,443	A	⁽²⁾	14,083	I	See Footnotes⁽⁷⁾⁽⁸⁾
Common Stock, $0.001 par value per share	07/22/2014		C		794,178	A	⁽³⁾	2,273,070	I	See Footnotes⁽⁵⁾⁽⁶⁾⁽⁸⁾
Common Stock, $0.001 par value per share	07/22/2014		C		7,563	A	⁽³⁾	21,646	I	See Footnotes⁽⁷⁾⁽⁸⁾
Common Stock, $0.001 par value per share	07/22/2014		C		537,264	A	⁽⁴⁾	2,810,334	I	See Footnotes⁽⁵⁾⁽⁶⁾⁽⁸⁾
Common Stock, $0.001 par value per share	07/22/2014		C		5,116	A	⁽⁴⁾	26,762	I	See Footnotes⁽⁷⁾⁽⁸⁾
Common Stock, $0.001 par value per share	07/22/2014		P		379,717	A	$12	3,190,051	I	See Footnotes⁽⁵⁾⁽⁶⁾⁽⁸⁾
Common Stock, $0.001 par value per share	07/22/2014		P		3,616	A	$12	30,378	I	See Footnotes⁽⁷⁾⁽⁸⁾

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)
Series B Convertible Preferred Stock	⁽¹⁾	07/22/2014		C			12,238,019	⁽¹⁾	⁽¹⁾	Common Stock	1,112,592	⁽¹⁾	0	I	See Footnotes⁽⁵⁾⁽⁶⁾⁽⁸⁾
Series B Convertible Preferred Stock	⁽¹⁾	07/22/2014		C			116,981	⁽¹⁾	⁽¹⁾	Common Stock	10,596	⁽¹⁾	0	I	See Footnotes⁽⁷⁾⁽⁸⁾
Series C Convertible Preferred Stock	⁽²⁾	07/22/2014		C			3,992,203	⁽²⁾	⁽²⁾	Common Stock	361,612	⁽²⁾	0	I	See Footnotes⁽⁵⁾⁽⁶⁾⁽⁸⁾
Series C Convertible Preferred Stock	⁽²⁾	07/22/2014		C			38,021	⁽²⁾	⁽²⁾	Common Stock	3,443	⁽²⁾	0	I	See Footnotes⁽⁷⁾⁽⁸⁾
Series D Convertible Preferred Stock	⁽³⁾	07/22/2014		C			8,475,069	⁽³⁾	⁽³⁾	Common Stock	794,178	⁽³⁾	0	I	See Footnotes⁽⁵⁾⁽⁶⁾⁽⁸⁾
Series D Convertible Preferred Stock	⁽³⁾	07/22/2014		C			80,715	⁽³⁾	⁽³⁾	Common Stock	7,563	⁽³⁾	0	I	See Footnotes⁽⁷⁾⁽⁸⁾
Series E Convertible Preferred Stock	⁽⁴⁾	07/22/2014		C			5,931,402	⁽⁴⁾	⁽⁴⁾	Common Stock	537,264	⁽⁴⁾	0	I	See Footnotes⁽⁵⁾⁽⁶⁾⁽⁸⁾
Series E Convertible Preferred Stock	⁽⁴⁾	07/22/2014		C			56,490	⁽⁴⁾	⁽⁴⁾	Common Stock	5,116	⁽⁴⁾	0	I	See Footnotes⁽⁷⁾⁽⁸⁾

1. Name and Address of Reporting Person^*

ORBIMED ADVISORS LLC

(Last)

(First)

(Middle)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

OrbiMed Capital GP III LLC

(Last)

(First)

(Middle)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ISALY SAMUEL D

(Last)

(First)

(Middle)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

Remarks:

	/s/ Samuel D. Isaly	07/24/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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