Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  THIRD ROCK VENTURES LP
2. Date of Event Requiring Statement (Month/Day/Year)
04/07/2015
3. Issuer Name and Ticker or Trading Symbol
Foundation Medicine, Inc. [FMI]
(Last)
(First)
(Middle)
29 NEWBURY STREET, 3RD FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BOSTON, MA 02116
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 828,456 (1)
D (2)
 
Common Stock 16,859
D (3)
 
Common Stock 2,417
D (4)
 
Common Stock 2,936
D (5)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
THIRD ROCK VENTURES LP
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116
    X    
Third Rock Ventures GP, L.P.
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116
    X    
TRV GP, LLC
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116
    X    
LEVIN MARK J
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116
    X    
STARR KEVIN P
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116
    X    
TEPPER ROBERT I
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116
    X    

Signatures

/s/ Kevin Gillis, Chief Financial Officer of TRV GP, LLC, general partner of Third Rock Ventures GP, L.P., general partner of Third Rock Ventures, L.P. 04/22/2015
**Signature of Reporting Person Date

/s/ Kevin Gillis, Chief Financial Officer of TRV GP, LLC, general partner of Third Rock Ventures GP, L.P. 04/22/2015
**Signature of Reporting Person Date

/s/ Kevin Gillis, Chief Financial Officer of TRV GP, LLC 04/22/2015
**Signature of Reporting Person Date

/s/ Kevin Gillis by power of attorney for Mark Levin 04/22/2015
**Signature of Reporting Person Date

/s/ Kevin Gillis by power of attorney for Kevin Starr 04/22/2015
**Signature of Reporting Person Date

/s/ Kevin Gillis by power of attorney for Robert I. Tepper 04/22/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Reflects shares held directly by Third Rock Ventures, L.P. ("TRV"). Solely as a result of the Investor Rights Agreement filed as Exhibit 4.1 of the Form 8-K filed by Issuer with the Securities and Exchange Commission on January 12, 2015, the Reporting Persons may be deemed to be part of a group including certain other parties to such Investor Rights Agreement and therefore be deemed to have beneficial ownership of the (a) 20,604,288 shares directly held by Roche Holdings, Inc., an indirect wholly owned subsidiary of Roche Holding Ltd ("Roche"), (b) 414,823 shares directly held by Roche Finance Ltd, a wholly owned subsidiary of Roche and (c) 192,460 shares held by Google Ventures 2011, L.P.
(2) The shares are directly held by TRV. The general partner of TRV is Third Rock Ventures GP, L.P. ("TRV GP"). The general partner of TRV GP is TRV GP, LLC ("TRV GP LLC"). The individual managers of TRV GP LLC are Mark Levin ("Levin"), Kevin Starr ("Starr") and Dr. Robert Tepper ("Tepper") and, as such, each of TRV GP and TRV GP LLC, Levin, Starr and Tepper exercises shared voting and investment power over the shares held of record by TRV. Each of the Reporting Persons disclaims beneficial ownership of the shares except to the extent of their pecuniary interest therein, if any.
(3) The shares are directly held by Levin.
(4) The shares are directly held by Starr.
(5) The shares are directly held by Tepper.

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