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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $ 6 | 02/08/2018 | D | 400,000 | (3) | 12/16/2023 | Common Stock | 400,000 | $ 0 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 6.58 | 02/08/2018 | D | 100,000 | (3) | 01/07/2015 | Common Stock | 100,000 | $ 0 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 5.6 | 02/08/2018 | D | 120,000 | (3) | 01/04/2027 | Common Stock | 120,000 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Lim Jonathan E C/O IGNYTA, INC. 4545 TOWNE CENTRE COURT SAN DIEGO, CA 92121 |
X | X | President, CEO & Director | |
| /s/ Jonathan E. Lim | 02/12/2018 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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) | In connection with the acquisition of the Issuer by Roche Holdings, Inc. ("Parent") on February 8, 2018, and pursuant to the terms of the Agreement and Plan of Merger by and among the Issuer, Parent and Abingdon Acquisition Corp. ("Merger Sub") dated December 21, 2017, Merger Sub acquired all of the issued and outstanding shares of Common Stock (the "Shares") for a purchase price of $27.00 per Share (the "Merger"). |
| (2) | The Reporting Person is the Manager of City Hill Ventures, LLC, which is the Manager of City Hill Ventures Partners I, LLC, and as such the Reporting Person and City Hill Ventures, LLC have the power to vote or dispose of the securities held of record by the Reporting Person and may be deemed to beneficially own those securities. The Reporting Person disclaims beneficial ownership of the securities held of record by the City Hill Venture Partners I, LLC except to the extent of his pecuniary interest therein. |
| (3) | In connection with the Merger described in footnote (1), this option became fully vested and was automatically canceled and terminated and the holder became entitled to receive an amount in cash, without interest and less the amount of any tax withholding, equal to the product of (1) the number of shares of Common Stock of the Issuer underlying such option multiplied by (2) the excess, if any, of $27.00 over the exercise price per share of such option. |