Sec Form 4 Filing - VALERIANI NICHOLAS J @ Roka BioScience, Inc. - 2016-09-21

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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1. Name and Address of Reporting Person
VALERIANI NICHOLAS J
2. Issuer Name and Ticker or Trading Symbol
Roka BioScience, Inc. [ ROKA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
20 INDEPENDENCE BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
09/21/2016
(Street)
WARREN, NJ07059
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock $ 0.7 09/21/2016 P 50 ( 1 ) ( 1 ) Common stock, par value $0.001 per share 71,428 ( 2 ) 50 D
Warrant (right to buy) $ 0.7 09/21/2016 P 71,429 09/21/2016 09/21/2016 Common stock, par value $0.001 per share 71,429 ( 2 ) 71,429 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
VALERIANI NICHOLAS J
20 INDEPENDENCE BOULEVARD
WARREN, NJ07059
X
Signatures
/s/ Corey Swanson, attorney-in-fact 09/23/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the terms of the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock and the lock up agreement dated September 21, 2016, reporting person's Series A Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Shares") automatically converts, upon receipt by the Company of shareholder approval, into shares of the Company's common stock, par value $0.001 (the "Common Shares") at a conversion price of $0.70 per share. The Series A Preferred Shares have no expiration date.
( 2 )The reporting person purchased 50 Series A Preferred Shares and five-year warrants to purchase 71,429 Common Shares at a purchase price of $1,000 per share pursuant to a private offering of the Company for a total of $50,000.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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