| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13G/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No.2)* | |
BG Medicine, Inc. | |
| (Name of Issuer) | |
Common Stock, par value $0.001 per share | |
| (Title of Class of Securities) | |
08861T107 | |
| (CUSIP Number) | |
December 31, 2014 | |
| (Date of Event Which Requires Filing of This Statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |
| x | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 9 Pages) | |
______________________________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 08861T107 | 13G/A | Page 2 of 9 Pages |
| 1 | NAME OF REPORTING PERSON Trustees of General Electric Pension Trust | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)¨ (b)x | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION New York | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 1,465,276 | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 1,465,276 | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,465,276 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.3% | |||
| 12 | TYPE OF REPORTING PERSON EP | |||
| CUSIP No. 08861T107 | 13G/A | Page 3 of 9 Pages |
| 1 | NAME OF REPORTING PERSON GE Asset Management Incorporated, as Investment Manager of GEPT (as defined below) and an Investment Adviser to certain other entities and accounts. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)¨ (b)x | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 1,465,276 | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 1,465,276 | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,465,276 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.3% | |||
| 12 | TYPE OF REPORTING PERSON IA, CO | |||
| CUSIP No. 08861T107 | 13G/A | Page 4 of 9 Pages |
| 1 | NAME OF REPORTING PERSON General Electric Company | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)¨ (b)x | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION New York | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER None | ||
| 6 | SHARED VOTING POWER Disclaimed (see 9 below) | |||
| 7 | SOLE DISPOSITIVE POWER None | |||
| 8 | SHARED DISPOSITIVE POWER Disclaimed (see 9 below) | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Beneficial ownership of all shares disclaimed by General Electric Company | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Disclaimed (see 9 above). | x | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Not Applicable (see 9 above) | |||
| 12 | TYPE OF REPORTING PERSON CO | |||
| CUSIP No. 08861T107 | 13G/A | Page 5 of 9 Pages |
INTRODUCTORY NOTE: This Statement on Schedule 13G/A is filed on behalf of General Electric Company, a New York corporation ("GE"), GE Asset Management Incorporated, a Delaware corporation and a wholly owned subsidiary of GE ("GEAM") and the Trustees of General Electric Pension Trust, a New York common law trust ("GEPT") (collectively, the "Reporting Persons"). GEAM is a registered investment adviser and acts as Investment Manager of GEPT and as Investment Adviser to certain other entities and accounts. GEAM may be deemed to be the beneficial owner of 1,465,276 shares of Common Stock of BG Medicine, Inc. owned by GEPT. GEAM and GEPT each expressly disclaim that they are members of a "group." GE disclaims beneficial ownership of all shares and expressly disclaims that it is a member of a "group."
| Item 1(a). | NAME OF ISSUER |
| The name of the issuer is BG Medicine, Inc. (the "Company"). |
| Item 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES |
| The Company's principal executive offices are located at 880 Winter Street, Suite 210, Waltham, MA 02451. |
| Item 2(a). | NAME OF PERSON FILING |
This statement is filed by: (i) Trustees of General Electric Pension Trust (see Schedule I);
(ii) GE Asset Management Incorporated as Investment Manager of GEPT and as Investment Adviser to certain entities and accounts; and
(iii) General Electric Company.
Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock (as defined below) reported herein. |
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE |
| The address of the principal offices of GEPT and GEAM is 1600 Summer Street, Stamford, Connecticut 06904. The address of the principal offices of GE is 3135 Easton Turnpike, Fairfield, Connecticut 06828. |
| Item 2(c). | CITIZENSHIP |
| Trustees of General Electric Pension Trust is a New York common law trust. GE Asset Management Incorporated is a Delaware corporation. General Electric Company is a New York corporation |
| Item 2(d). | TITLE OF CLASS OF SECURITIES |
| Common Stock, par value $0.001 per share (the "Common Stock"). |
| CUSIP No. 08861T107 | 13G/A | Page 6 of 9 Pages |
| Item 2(e). | CUSIP NUMBER |
| 08861T107 |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act; | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | |
| (e) | x | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | x | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
| |
| (g) | ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
| |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
| |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
| |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | x | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ________________________________ |
| Item 4. | OWNERSHIP |
| A. | Trustees of General Electric Pension Trust | ||
| (a) | Amount beneficially owned: 1,465,276 | ||
| (b) | Percent of class: 4.3% The percentages used herein and in the rest of Item 4 are calculated based upon the 34,417,249 shares of Common Stock issued and outstanding as of October 31, 2014 as reported by the Company in the Form 424B3 filed by the Company on December 24, 2014. | ||
| (c) | (i) Sole power to vote or direct the vote: 0 | ||
| (ii) Shared power to vote or direct the vote: 1,465,276 | |||
| (iii) Sole power to dispose or direct the disposition: 0 | |||
| (iv) Shared power to dispose or direct the disposition: 1,465,276 | |||
| CUSIP No. 08861T107 | 13G/A | Page 7 of 9 Pages |
| B. | GE Asset Management Incorporated | ||
| (a) | Amount beneficially owned: 1,465,276 | ||
| (b) | Percent of class: 4.3% | ||
| (c) | (i) Sole power to vote or direct the vote: 0 | ||
| (ii) Shared power to vote or direct the vote: 1,465,276 | |||
| (iii) Sole power to dispose or direct the disposition: 0 | |||
| (iv) Shared power to dispose or direct the disposition: 1,465,276 | |||
| C. | General Electric Company | ||
| (a) | Amount beneficially owned: Disclaimed | ||
| (b) | Percent of class: Disclaimed | ||
| (c) | (i) Sole power to vote or direct the vote: None | ||
| (ii) Shared power to vote or direct the vote: Disclaimed | |||
| (iii) Sole power to dispose or direct the disposition: None | |||
| (iv) Shared power to dispose or direct the disposition: Disclaimed | |||
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the followingx |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
| Not applicable. |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
| Not applicable. |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
| See Introductory Note above. |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP |
| Not applicable. |
| Item 10. | CERTIFICATION |
| Each of the Reporting Persons hereby makes the following certification: | |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| CUSIP No. 08861T107 | 13G/A | Page 8 of 9 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: February 17, 2015
| GENERAL ELECTRIC PENSION TRUST | |||
| By: GE Asset Management Incorporated, its Investment Manager | |||
| By: | /s/ Michael M. Pastore | ||
| Name: | Michael M. Pastore | ||
| Title: | Senior Vice President - Deputy General Counsel & Assistant Secretary | ||
| GE ASSET MANAGEMENT INCORPORATED | |||
| By: | /s/ Michael M. Pastore | ||
| Name: | Michael M. Pastore | ||
| Title: | Senior Vice President - Deputy General Counsel & Assistant Secretary | ||
| GENERAL ELECTRIC COMPANY | |||
| By: | /s/ Dmitri A. Stockton | ||
| Name: | Dmitri A. Stockton | ||
| Title: | Senior Vice President | ||
| CUSIP No. 08861T107 | 13G/A | Page 9 of 9 Pages |
Schedule I
TRUSTEES OF GENERAL ELECTRIC PENSION TRUST
1600 Summer Street
Stamford, Connecticut 06904
The names of the Trustees of General Electric Pension Trust are as follows:
Dmitri A. Stockton
George A. Bicher
Paul M. Colonna
Gregory B. Hartch
Ralph R. Layman
Matthew J. Simpson
Donald W. Torey
David W. Wiederecht
Matt Zakrzewski