SC 13G/A 1 p15-0568sc13ga.htm BG MEDICINE, INC.

 

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/APage 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/APage 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/APage 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/APage 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/APage 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/APage 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 following x

 

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/APage 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/APage 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