Christopher A. Kroeger Form 3 OvaScience / Christopher A. Kroeger ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Kroeger Christopher A.

(Last) (First) (Middle)

C/O OVASCIENCE INC.

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2017

3. Issuer Name and Ticker or Trading Symbol
OvaScience, Inc. [ OVAS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(1)	06/21/2027	Common Stock	1,783,106	1.46	D

Explanation of Responses:

1. The shares underlying this option vest (i) as to 267,466 of the shares on June 21, 2018; (ii) as to an aggregate of 802,398 of the shares in installments at the end of each successive three-month period following June 21, 2018 until June 21, 2021; (iii) as to 89,155 of the shares on January 31, 2019; (iv) as to an aggregate of 267,466 of the shares in installments at the end of each successive three-month period following January 31, 2019 until January 31, 2022; (v) as to 89,155 of the shares on January 31, 2020; and (vi) as to an aggregate of 267,466 of the shares in installments at the end of each successive three-month period following January 31, 2020 until January 31, 2023.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ William C. Hicks, Attorney-in-fact	09/11/2017
	** 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 5 (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).
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