Statement of Changes in Beneficial Ownership (4)
July 16 2015 - 5:34PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
AFEYAN NOUBAR
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2. Issuer Name
and
Ticker or Trading Symbol
BG Medicine, Inc.
[
BGMD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O FLAGSHIP VENTURES, ONE MEMORIAL DRIVE, 7TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/14/2015
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(Street)
CAMBRIDGE, MA 02142
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Secured Convertible Promissory Note
(1)
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$1.7003
(2)
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7/14/2015
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J
(2)
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$308488
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7/14/2015
(2)
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9/30/2015
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Series A Preferred Stock
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181431
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(2)
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$308488
(2)
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I
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Held by Applied Genomic Technology Capital Fund, L.P.
(3)
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Secured Convertible Promissory Note
(1)
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$1.7003
(2)
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7/14/2015
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C
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$308488
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7/14/2015
(2)
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9/30/2015
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Series A Preferred Stock
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183971
(4)
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(2)
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$0
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I
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Held by Applied Genomic Technology Capital Fund, L.P.
(3)
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Series A Preferred Stock
(1)
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(5)
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7/14/2015
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C
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183971
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(6)
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(6)
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Common Stock
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183971
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$0
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183971
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I
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Held by Applied Genomic Technology Capital Fund, L.P.
(3)
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Series A Preferred Stock
(1)
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(5)
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7/14/2015
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P
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725725
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(6)
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(6)
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Common Stock
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725725
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$1.7003
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909696
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I
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Held by Applied Genomic Technology Capital Fund, L.P.
(3)
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Secured Convertible Promissory Note
(1)
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$1.7003
(2)
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7/14/2015
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J
(2)
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$22727
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7/14/2015
(2)
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9/30/2015
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Series A Preferred Stock
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13366
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(2)
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$22727
(2)
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I
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Held by AGTC Advisors Fund, L.P.
(3)
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Secured Convertible Promissory Note
(1)
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$1.7003
(2)
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7/14/2015
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C
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$22727
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7/14/2015
(2)
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9/30/2015
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Series A Preferred Stock
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13553
(4)
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(2)
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$0
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I
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Held by AGTC Advisors Fund, L.P.
(3)
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Series A Preferred Stock
(1)
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(5)
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7/14/2015
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C
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13553
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(6)
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(6)
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Common Stock
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13553
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$0
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13553
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I
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Held by AGTC Advisors Fund, L.P.
(3)
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Series A Preferred Stock
(1)
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(5)
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7/14/2015
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P
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53465
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(6)
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(6)
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Common Stock
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53465
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$1.7003
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67018
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I
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Held by AGTC Advisors Fund, L.P.
(3)
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Secured Convertible Promissory Note
(1)
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$1.7003
(2)
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7/14/2015
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J
(2)
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$168785
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7/14/2015
(2)
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9/30/2015
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Series A Preferred Stock
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99267
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(2)
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$168785
(2)
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I
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Held by Flagship Ventures Fund 2007, L.P.
(7)
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Secured Convertible Promissory Note
(1)
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$1.7003
(2)
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7/14/2015
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C
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$168785
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7/14/2015
(2)
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9/30/2015
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Series A Preferred Stock
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100657
(4)
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(2)
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$0
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I
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Held by Flagship Ventures Fund 2007, L.P.
(7)
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Series A Preferred Stock
(1)
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(5)
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7/14/2015
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C
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100657
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(6)
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(6)
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Common Stock
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100657
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$0
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100657
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I
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Held by Flagship Ventures Fund 2007, L.P.
(7)
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Series A Preferred Stock
(1)
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(5)
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7/14/2015
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P
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397072
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(6)
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(6)
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Common Stock
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397072
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$1.7003
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497729
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I
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Held by Flagship Ventures Fund 2007, L.P.
(7)
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Explanation of Responses:
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(
1)
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Share and price per share amounts have been adjusted to reflect a 1-for-4 reverse split of the Issuer's common stock on July 8, 2015.
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(
2)
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On July 14, 2015 (the "Closing"), the promissory notes that were previously issued to the reporting persons became convertible into shares of the Issuer's newly designated Series A Preferred Stock (the "Convertible Notes") and the conversion price became fixed. On the same date, the principal amount of the Convertible Notes, plus accrued interest thereon, converted into shares of Series A Preferred Stock at $1.7003 per share.
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(
3)
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NewcoGen Group, Inc. ("NG") is the general partner of AGTC Partners, L.P., which is the general partner of AGTC Advisors Fund, L.P. ("AGTCA") and Applied Genomic Technology Capital Fund L.P. ("AGTCF", and together with AGTCA, the "AGTC Funds"). NG is a wholly-owned subsidiary of Flagship Ventures Management, Inc. ("Flagship"). Noubar B. Afeyan, Ph.D. is the director of Flagship and may be deemed to beneficially own the securities held by NGG and the AGTC Funds. Dr. Afeyan disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
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(
4)
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Includes shares of Series A Preferred Stock issued in payment of interest on the Convertible Note.
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(
5)
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Each share of Series A Preferred Stock is initially convertible into one share of the Issuer's common stock. The conversion price will be subject to adjustment in the event that the Issuer issues other securities at a price per share less than the conversion price of the Series A Preferred Stock then in effect, subject to specified exceptions, and is also subject to adjustment in connection with stock splits, combinations, dividends and other corporate transactions affecting the common stock. The rights, preferences and privileges of the Series A Preferred Stock include full-ratchet anti-dilution protection until the first anniversary of the date that the Series A Preferred Stock is issued and weighted-average anti-dilution protection thereafter.
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(
6)
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The shares of Series A Preferred Stock have no expiration date and are convertible into the Issuer's common stock at any time at the option of each holder and automatically convertible upon the written consent of the holders of a majority of the outstanding shares of Series A Preferred Stock in accordance with the Issuer's Certificate of Designations of Series A Preferred Stock to the Issuer's Restated Certificate of Incorporation, as amended.
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(
7)
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Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are managers of Flagship Ventures 2007 General Partner, LLC, which is the general partner of Flagship Ventures Fund 2007, L.P., and may be deemed to beneficially own the securities held by Flagship Ventures Fund 2007, L.P. Each of Dr. Afeyan and Mr. Kania disclaim beneficial ownership of the securities except to the extent of his pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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AFEYAN NOUBAR
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA 02142
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X
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X
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KANIA EDWIN M JR
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA 02142
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X
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Flagship Ventures Management, Inc.
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA 02142
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X
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NewcoGen Group, Inc.
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA 02142
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X
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AGTC Partners, L.P.
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA 02142
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X
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AGTC ADVISORS FUND LP
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA 02142
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X
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Applied Genomic Technology Capital Fund LP
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA 02142
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X
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Flagship Ventures 2007 General Partner LLC
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA 02142
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X
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Flagship Ventures Fund 2007, L.P.
ONE MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA 02142
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X
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Signatures
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/s/ Noubar B. Afeyan, Ph.D.
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7/16/2015
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**
Signature of Reporting Person
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Date
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/s/ Edwin M. Kania, Jr.
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7/16/2015
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**
Signature of Reporting Person
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Date
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/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for Flagship Ventures Management, Inc.
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7/16/2015
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**
Signature of Reporting Person
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Date
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/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for NewcoGen Group, Inc.
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7/16/2015
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**
Signature of Reporting Person
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Date
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/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for AGTC Partners, L.P.
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7/16/2015
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**
Signature of Reporting Person
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Date
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/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for AGTC Advisors Fund, L.P.
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7/16/2015
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**
Signature of Reporting Person
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Date
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/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for Applied Genomic Technology Capital Fund, L.P.
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7/16/2015
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**
Signature of Reporting Person
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Date
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/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for Flagship Ventures 2007 General Partner, LLC
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7/16/2015
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**
Signature of Reporting Person
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Date
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/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for Flagship Ventures Fund 2007, L.P.
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7/16/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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