SEC Form 4
| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol BG Medicine, Inc. [ BGMD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/14/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Secured Convertible Promissory Note(1) | $1.7003(2) | 07/14/2015 | J(2) | $308,488 | 07/14/2015(2) | 09/30/2015 | Series A Preferred Stock | 181,431 | (2) | $308,488(2) | I | Held by Applied Genomic Technology Capital Fund, L.P.(3) | |||
| Secured Convertible Promissory Note(1) | $1.7003(2) | 07/14/2015 | C | $308,488 | 07/14/2015(2) | 09/30/2015 | Series A Preferred Stock | 183,971(4) | (2) | $0 | I | Held by Applied Genomic Technology Capital Fund, L.P.(3) | |||
| Series A Preferred Stock(1) | (5) | 07/14/2015 | C | 183,971 | (6) | (6) | Common Stock | 183,971 | $0 | 183,971 | I | Held by Applied Genomic Technology Capital Fund, L.P.(3) | |||
| Series A Preferred Stock(1) | (5) | 07/14/2015 | P | 725,725 | (6) | (6) | Common Stock | 725,725 | $1.7003 | 909,696 | I | Held by Applied Genomic Technology Capital Fund, L.P.(3) | |||
| Secured Convertible Promissory Note(1) | $1.7003(2) | 07/14/2015 | J(2) | $22,727 | 07/14/2015(2) | 09/30/2015 | Series A Preferred Stock | 13,366 | (2) | $22,727(2) | I | Held by AGTC Advisors Fund, L.P.(3) | |||
| Secured Convertible Promissory Note(1) | $1.7003(2) | 07/14/2015 | C | $22,727 | 07/14/2015(2) | 09/30/2015 | Series A Preferred Stock | 13,553(4) | (2) | $0 | I | Held by AGTC Advisors Fund, L.P.(3) | |||
| Series A Preferred Stock(1) | (5) | 07/14/2015 | C | 13,553 | (6) | (6) | Common Stock | 13,553 | $0 | 13,553 | I | Held by AGTC Advisors Fund, L.P.(3) | |||
| Series A Preferred Stock(1) | (5) | 07/14/2015 | P | 53,465 | (6) | (6) | Common Stock | 53,465 | $1.7003 | 67,018 | I | Held by AGTC Advisors Fund, L.P.(3) | |||
| Secured Convertible Promissory Note(1) | $1.7003(2) | 07/14/2015 | J(2) | $168,785 | 07/14/2015(2) | 09/30/2015 | Series A Preferred Stock | 99,267 | (2) | $168,785(2) | I | Held by Flagship Ventures Fund 2007, L.P.(7) | |||
| Secured Convertible Promissory Note(1) | $1.7003(2) | 07/14/2015 | C | $168,785 | 07/14/2015(2) | 09/30/2015 | Series A Preferred Stock | 100,657(4) | (2) | $0 | I | Held by Flagship Ventures Fund 2007, L.P.(7) | |||
| Series A Preferred Stock(1) | (5) | 07/14/2015 | C | 100,657 | (6) | (6) | Common Stock | 100,657 | $0 | 100,657 | I | Held by Flagship Ventures Fund 2007, L.P.(7) | |||
| Series A Preferred Stock(1) | (5) | 07/14/2015 | P | 397,072 | (6) | (6) | Common Stock | 397,072 | $1.7003 | 497,729 | I | Held by Flagship Ventures Fund 2007, L.P.(7) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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. |
| 4. Includes shares of Series A Preferred Stock issued in payment of interest on the Convertible Note. |
| 5. 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. |
| 6. 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. |
| 7. 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. |
| /s/ Noubar B. Afeyan, Ph.D. | 07/16/2015 | |
| /s/ Edwin M. Kania, Jr. | 07/16/2015 | |
| /s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for Flagship Ventures Management, Inc. | 07/16/2015 | |
| /s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for NewcoGen Group, Inc. | 07/16/2015 | |
| /s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for AGTC Partners, L.P. | 07/16/2015 | |
| /s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for AGTC Advisors Fund, L.P. | 07/16/2015 | |
| /s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for Applied Genomic Technology Capital Fund, L.P. | 07/16/2015 | |
| /s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for Flagship Ventures 2007 General Partner, LLC | 07/16/2015 | |
| /s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for Flagship Ventures Fund 2007, L.P. | 07/16/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||