X0206 3 2014-07-16 0 0001472343 Roka BioScience, Inc. ROKA 0001495741 TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 Series B Common Stock 529 I See Explanation of Responses Series A Common Stock Series B Common Stock 3880 I See Explanation of Responses Series B Preferred Stock Series A Common Stock 1123188 I See Explanation of Responses Series C Preferred Stock Series A Common Stock 365056 I See Explanation of Responses Series D Preferred Stock Series A Common Stock 641393 I See Explanation of Responses Series E Preferred Stock Series A Common Stock 505236 I See Explanation of Responses David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Biotechnology GenPar III Advisors, LLC, which is the general partner of TPG Biotechnology GenPar III, L.P., which is the general partner of TPG Biotechnology Partners III, L.P. ("TPG Biotech III"). TPG Biotech III directly holds (i) 3,880 shares of Series A Common Stock (the "Series A Common") of Roka Bioscience, Inc. (the "Issuer"), (ii) 529 shares of Series B Common Stock (the "Series B Common") of the Issuer, (iii) 12,400,000 shares of Series B Preferred Stock (the "Series B Preferred") of the Issuer, (iv) 4,030,224 shares of Series C Preferred Stock (the "Series C Preferred") of the Issuer, (v) 6,844,627 shares of Series D Preferred Stock (the "Series D Preferred") of the Issuer and (vi) 5,577,814 shares of Series E Preferred Stock (the "Series E Preferred" and, together with the Series B Preferred, Series C Preferred and Series D Preferred, the "Preferred Stock") of the Issuer. Because of the relationship between the Reporting Persons and TPG Biotech III, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Biotech III. Each of TPG Biotech III and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Biotech III's or such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. Pursuant to the Sixth Amended and Restated Certificate of Incorporation of the Issuer, as amended (the "Certificate of Incorporation"), the shares of Preferred Stock are convertible, at the option of the holder, at any time into shares of Series A Common at initial conversion rates equal, (i) in the case of the Series B Preferred, the Series C Preferred and the Series E Preferred, to one share of Series A Common per share of Preferred Stock and (ii) in the case of the Series D Preferred, at an initial conversion rate equal to approximately 1.03 shares of Series A Common per share of Series D Preferred. The initial conversion rates have been adjusted as a result of a 1-for-11.04 reverse stock split of the Series A Common. Pursuant to the Certificate of Incorporation, the shares of Series A Common reported herein are convertible, at the option of the holder, at any time into shares of Series B Common at an initial conversion rate equal to one share of Series A Common per share of Series B Common. (7) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. (8) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated July 1, 2013, which were previously filed with the Securities and Exchange Commission. /s/ Ronald Cami, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (7) 2014-07-16 /s/ Ronald Cami on behalf of David Bonderman (7)(8) 2014-07-16 /s/ Ronald Cami on behalf of James G. Coulter (7)(8) 2014-07-16