UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
 
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934

FOUNDATION MEDICINE, INC.
(Name of Subject Company)
ROCHE HOLDINGS, INC.
 (Names of Filing Persons - Offeror)

Common Stock, Par Value $0.0001 Per Share
(Title of Class of Securities)
________________
 
350456100
(Cusip Number of Class of Securities)

Frederick C. Kentz III
Roche Holdings, Inc.
1 DNA, MS #24,
South San Francisco, CA 94080
Telephone: (650) 225-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)

Copies to:

Marc O. Williams
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
 
CALCULATION OF FILING FEE
Transaction Valuation*
  
Amount of Filing Fee*
N/A
  
N/A
 
*
A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

£
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:
Not applicable.
  
Filing Party:
Not applicable.
Form or Registration No.:
Not applicable.
  
Date Filed:
Not applicable.

R
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

R
third-party tender offer subject to Rule 14d-1.

£
issuer tender offer subject to Rule 13e-4.

£
going-private transaction subject to Rule 13e-3.

£
amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. £

 
 
 
 
Exhibit No.
Description
99.1
Media Release issued by Roche on January 12, 2015
99.2
Key Messages and Q&A dated January 12, 2015
99.3
Presentation used for Roche Investor Relations conference call dated January 12, 2014