Sec Form 4 Filing - Dreismann Heiner @ Ignyta, Inc. - 2018-02-08

Insider filing report for Changes in Beneficial Ownership
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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
Dreismann Heiner
2. Issuer Name and Ticker or Trading Symbol
Ignyta, Inc. [ RXDX]
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)
C/O IGNYTA, INC., 4545 TOWNE CENTRE COURT
3. Date of Earliest Transaction (MM/DD/YY)
02/08/2018
(Street)
SAN DIEGO, CA92121
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
Stock Option (Right to Buy) $ 0.18 02/08/2018 D 6,666 ( 1 ) 02/01/2022 Common Stock 6,666 $ 0 0 D
Stock Option (Right to Buy) $ 1.02 02/08/2018 D 10,000 ( 1 ) 09/09/2023 Common Stock 10,000 $ 0 0 D
Stock Option (Right to Buy) $ 6 02/08/2018 D 24,000 ( 1 ) 12/16/2023 Common Stock 24,000 $ 0 0 D
Stock Option (Right to Buy) $ 6.76 02/08/2018 D 15,000 ( 1 ) 03/09/2026 Common Stock 15,000 $ 0 0 D
Stock Option (Right to Buy) $ 5.75 02/08/2018 D 15,000 ( 1 ) 06/12/2026 Common Stock 15,000 $ 0 0 D
Stock Option (Right to Buy) $ 8.35 02/08/2018 D 20,000 ( 1 ) 06/12/2027 Common Stock 20,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dreismann Heiner
C/O IGNYTA, INC.
4545 TOWNE CENTRE COURT
SAN DIEGO, CA92121
X
Signatures
/s/ Jonathan E. Lim, Attorney-in-Fact 02/12/2018
Signature of Reporting Person Date
Explanation of Responses:
( 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"). In connection with the Merger, 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.

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