|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
| 1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ROCHE HOLDINGS INC 1 DNA WAY SOUTH SAN FRANCISCO, CA 94080 |
 |  X |  | (1)(2)(3)(4) |
| ROCHE FINANCE LTD GRENZACHERSTRASSE 122 BASEL, V8 CH-4070 |
 |  X |  | (1)(2)(3)(4) |
| ROCHE HOLDING LTD GRENZACHERSTRASSE 124 BASEL, V8 CH-4070 |
 |  X |  | (1)(2)(3)(4) |
| ROCHE HOLDINGS INC., /s/ Beat Kraehenmann, Attorney-in-fact | 01/21/2015 | |
| **Signature of Reporting Person | Date | |
| ROCHE FINANCE LTD, /s/ Beat Kraehenmann, Attorney-in-fact | 01/21/2015 | |
| **Signature of Reporting Person | Date | |
| ROCHE HOLDING LTD, /s/ Beat Kraehenmann, Attorney-in-fact | 01/21/2015 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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). |
| (1) | This statement is being filed jointly by Roche Holdings, Inc. ("Holdings"), Roche Finance Ltd ("Finance") and Roche Holding Ltd ("Parent" and, together with Holdings and Finance, the "Reporting Persons"). Holdings is a wholly owned subsidiary of Finance, which is a wholly owned subsidiary of Parent. Additionally, the Reporting Persons understand that certain shareholders of Parent are party to a shareholder pooling agreement with respect to a significant portion of (but not a majority of) the issued shares of Parent. |
| (2) | On January 11, 2015, Holdings and the Issuer entered into a Transaction Agreement (the "Transaction Agreement"), pursuant to which, among other things, (a) Holdings will make a primary investment of $250 million in cash to purchase 5 million newly issued shares of Common Stock of the Issuer and (b) Holdings will commence a tender offer to purchase outstanding shares of Common Stock of the Issuer. Concurrently with the execution of the Transaction Agreement, and as an inducement for Holdings to enter into the Transaction Agreement and certain other agreements contemplated thereby, each of Google Ventures 2011, L.P., Third Rock Ventures, L.P., and Kleiner Perkins Caufield & Byers XIV, LLC and KPCB XIV Founders Fund, LLC (collectively, the "VC Investors"), entered into tender and support agreements (the "Tender and Support Agreements") with Holdings with respect to the shares of Common Stock of the Issuer beneficially owned by the VC Investors. |
| (3) | Pursuant to the Tender and Support Agreements, the VC Investors have agreed, among other things, (a) to vote their respective shares of Common Stock of the Issuer in favor of certain transaction documents and the transactions contemplated thereby, (b) to tender at least 50% of their respective shares of Common Stock of the Issuer into the tender offer and (c) if it would result in a higher participation in the tender offer, to tender their respective shares of Common Stock of the Issuer in proportion to the other stockholders of the Issuer who are not parties to the Tender and Support Agreements. |
| (4) | As a result of the Transaction Agreement and the Tender and Support Agreements, the Reporting Persons may be deemed to beneficially own more than 10% of the outstanding shares of Common Stock of the Issuer (by reason of being a member of a "group" with the VC Investors within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended). This Form 3 shall not be deemed an admission that any Reporting Person or other person is a beneficial owner of any shares of Common Stock for any purpose, other than the securities reported in Table I of this Form 3, which are currently held by Finance. |
| (5) | Finance is the direct beneficial owner of these shares of Common Stock of the Issuer. Parent is the indirect beneficial owner of these shares of Common Stock of the Issuer. |
| (6) | Each Reporting Person disclaims beneficial ownership of the securities reported in Table I except to the extent of its pecuniary interest therein, if any. Each Reporting Person also disclaims beneficial ownership of any shares of Common Stock of the Issuer that may be or are beneficially owned by the VC Investors or any other person or persons other than such Reporting Person. |