Ownership Submission
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 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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
BYERS BROOK H
   2. Issuer Name and Ticker or Trading Symbol
Foundation Medicine, Inc. [FMI] 		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 KLEINER PERKINS CAUFIELD & BYERS, 2750 SAND HILL ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
05/27/2014
(Street)

MENLO PARK, CA 94025		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Common Stock 05/27/2014   J(1)   322,700 D $ 0 2,925,337 I See footnote (2)
Common Stock 05/27/2014   J(3)   27,300 D $ 0 247,480 I See footnote (4)
Common Stock 05/27/2014   J(5)   52,997 A $ 0 52,997 I See footnote (6)
Common Stock 05/27/2014   J(7)   52,997 D $ 0 0 I See footnote (6)
Common Stock 05/27/2014   J(8)   817 A $ 0 817 I By Byers Family Trust
Common Stock 05/27/2014   J(9)   5,028 A $ 0 5,845 I By Byers Family Trust
Common Stock 05/27/2014   J(10)   1,466 A $ 0 7,311 I By Byers Family Trust
Common Stock 05/27/2014   J(10)   489 A $ 0 489 I By The Hampton 1999 Trust
Common Stock 05/27/2014   J(10)   489 A $ 0 489 I By The Austin 1999 Trust

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)

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 (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BYERS BROOK H
C/O KLEINER PERKINS CAUFIELD & BYERS
2750 SAND HILL ROAD
MENLO PARK, CA 94025		   X      

Signatures

 /s/ Paul Vronsky as Attorney-In-Fact for Brook Byers   05/29/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Kleiner Perkins Caufield & Byers XIV, LLC ("KPCB XIV") made pro rata distributions for no consideration to its members of 322,700 shares of common stock of the issuer on May 27, 2014 (the "Fund Distribution").
(2) The shares are directly held by KPCB XIV. All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The managing member of KPCB XIV is KPCB XIV Associates, LLC ("XIV Associates"). The voting and dispositive control over the shares is shared by individual managing members of XIV Associates, none of whom has veto power.
(3) KPCB XIV Founders Fund, LLC ("KPCB XIV FF") made pro rata distributions for no consideration to its members of 27,300 shares of common stock of the issuer on May 27, 2014 (the "FF Distribution").
(4) The shares are directly held by KPCB XIV FF. All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The managing member of KPCB XIV FF is XIV Associates. The voting and dispositive control over the shares is shared by individual managing members of XIV Associates, none of whom has veto power.
(5) Shares acquired in connection with the Fund Distribution of such shares to the members of KPCB XIV.
(6) The shares are directly held by XIV Associates. All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The voting and dispositive control over the shares is shared by individual managing members of XIV Associates, none of whom has veto power.
(7) XIV Associates made pro rata distributions for no consideration to its members of 52,997 shares of common stock of the issuer on May 27, 2014 (the "Associates Distribution").
(8) Shares acquired in connection with the Fund Distribution of such shares to the members of KPCB XIV.
(9) Shares acquired in connection with the FF Distribution of such shares to the members of KPCB XIV FF.
(10) Shares acquired in connection with the Associates Distribution of such shares to the members of XIV Associates.
 
Remarks:
The Reporting Person is a managing member of XIV Associates. The Reporting Person disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that he is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.