0001181431-15-008767.txt : 20150716 0001181431-15-008767.hdr.sgml : 20150716 20150716173317 ACCESSION NUMBER: 0001181431-15-008767 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150714 FILED AS OF DATE: 20150716 DATE AS OF CHANGE: 20150716 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BG Medicine, Inc. CENTRAL INDEX KEY: 0001407038 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 043506204 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 880 WINTER STREET STREET 2: SUITE 210 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-890-1199 MAIL ADDRESS: STREET 1: 880 WINTER STREET STREET 2: SUITE 210 CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AGTC ADVISORS FUND LP CENTRAL INDEX KEY: 0001131095 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33827 FILM NUMBER: 15992176 BUSINESS ADDRESS: STREET 1: ONE MEMORIAL DRIVE STREET 2: 7TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-868-1888 MAIL ADDRESS: STREET 1: ONE MEMORIAL DRIVE STREET 2: 7TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NewcoGen Group, Inc. CENTRAL INDEX KEY: 0001400241 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33827 FILM NUMBER: 15992178 BUSINESS ADDRESS: STREET 1: C/O FLAGSHIP VENTURES STREET 2: ONE MEMORIAL DRIVE, 7TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617 868-1888 MAIL ADDRESS: STREET 1: C/O FLAGSHIP VENTURES STREET 2: ONE MEMORIAL DRIVE, 7TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flagship Ventures Management, Inc. CENTRAL INDEX KEY: 0001400240 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33827 FILM NUMBER: 15992179 BUSINESS ADDRESS: STREET 1: C/O FLAGSHIP VENTURES STREET 2: ONE MEMORIAL DRIVE, 7TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617 868-1888 MAIL ADDRESS: STREET 1: C/O FLAGSHIP VENTURES STREET 2: ONE MEMORIAL DRIVE, 7TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KANIA EDWIN M JR CENTRAL INDEX KEY: 0001255927 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33827 FILM NUMBER: 15992180 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AFEYAN NOUBAR CENTRAL INDEX KEY: 0001222012 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33827 FILM NUMBER: 15992181 MAIL ADDRESS: STREET 1: 1 SUNSET RIDGE CITY: LEXINGTON STATE: MA ZIP: 02173 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flagship Ventures Fund 2007, L.P. CENTRAL INDEX KEY: 0001508052 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33827 FILM NUMBER: 15992173 BUSINESS ADDRESS: STREET 1: ONE MEMORIAL DRIVE STREET 2: 7TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-868-1888 MAIL ADDRESS: STREET 1: ONE MEMORIAL DRIVE STREET 2: 7TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AGTC Partners, L.P. CENTRAL INDEX KEY: 0001419730 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33827 FILM NUMBER: 15992177 BUSINESS ADDRESS: STREET 1: C/O FLAGSHIP VENTURES STREET 2: ONE MEMORIAL DRIVE, 7TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: (617) 868-1888 MAIL ADDRESS: STREET 1: C/O FLAGSHIP VENTURES STREET 2: ONE MEMORIAL DRIVE, 7TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flagship Ventures 2007 General Partner LLC CENTRAL INDEX KEY: 0001508053 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33827 FILM NUMBER: 15992174 BUSINESS ADDRESS: STREET 1: ONE MEMORIAL DRIVE STREET 2: 7TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-868-1888 MAIL ADDRESS: STREET 1: ONE MEMORIAL DRIVE STREET 2: 7TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Applied Genomic Technology Capital Fund LP CENTRAL INDEX KEY: 0001399779 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33827 FILM NUMBER: 15992175 BUSINESS ADDRESS: STREET 1: C/O FLAGSHIP VENTURES STREET 2: ONE MEMORIAL DRIVE, 7TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617 868-1888 MAIL ADDRESS: STREET 1: C/O FLAGSHIP VENTURES STREET 2: ONE MEMORIAL DRIVE, 7TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 4 1 rrd426020.xml FORM 4 X0306 4 2015-07-14 0 0001407038 BG Medicine, Inc. BGMD 0001222012 AFEYAN NOUBAR C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE MA 02142 1 0 1 0 0001255927 KANIA EDWIN M JR C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001400240 Flagship Ventures Management, Inc. C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001400241 NewcoGen Group, Inc. C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001419730 AGTC Partners, L.P. C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001131095 AGTC ADVISORS FUND LP C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001399779 Applied Genomic Technology Capital Fund LP C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001508053 Flagship Ventures 2007 General Partner LLC C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001508052 Flagship Ventures Fund 2007, L.P. ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 Secured Convertible Promissory Note 1.7003 2015-07-14 4 J 0 308488 A 2015-07-14 2015-09-30 Series A Preferred Stock 181431 308488 I Held by Applied Genomic Technology Capital Fund, L.P. Secured Convertible Promissory Note 1.7003 2015-07-14 4 C 0 308488 D 2015-07-14 2015-09-30 Series A Preferred Stock 183971 0 I Held by Applied Genomic Technology Capital Fund, L.P. Series A Preferred Stock 2015-07-14 4 C 0 183971 0 A Common Stock 183971 183971 I Held by Applied Genomic Technology Capital Fund, L.P. Series A Preferred Stock 2015-07-14 4 P 0 725725 1.7003 A Common Stock 725725 909696 I Held by Applied Genomic Technology Capital Fund, L.P. Secured Convertible Promissory Note 1.7003 2015-07-14 4 J 0 22727 A 2015-07-14 2015-09-30 Series A Preferred Stock 13366 22727 I Held by AGTC Advisors Fund, L.P. Secured Convertible Promissory Note 1.7003 2015-07-14 4 C 0 22727 D 2015-07-14 2015-09-30 Series A Preferred Stock 13553 0 I Held by AGTC Advisors Fund, L.P. Series A Preferred Stock 2015-07-14 4 C 0 13553 0 A Common Stock 13553 13553 I Held by AGTC Advisors Fund, L.P. Series A Preferred Stock 2015-07-14 4 P 0 53465 1.7003 A Common Stock 53465 67018 I Held by AGTC Advisors Fund, L.P. Secured Convertible Promissory Note 1.7003 2015-07-14 4 J 0 168785 A 2015-07-14 2015-09-30 Series A Preferred Stock 99267 168785 I Held by Flagship Ventures Fund 2007, L.P. Secured Convertible Promissory Note 1.7003 2015-07-14 4 C 0 168785 D 2015-07-14 2015-09-30 Series A Preferred Stock 100657 0 I Held by Flagship Ventures Fund 2007, L.P. Series A Preferred Stock 2015-07-14 4 C 0 100657 0 A Common Stock 100657 100657 I Held by Flagship Ventures Fund 2007, L.P. Series A Preferred Stock 2015-07-14 4 P 0 397072 1.7003 A Common Stock 397072 497729 I Held by Flagship Ventures Fund 2007, L.P. 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. 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. 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. Includes shares of Series A Preferred Stock issued in payment of interest on the Convertible Note. 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. 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. 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. 2015-07-16 /s/ Edwin M. Kania, Jr. 2015-07-16 /s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for Flagship Ventures Management, Inc. 2015-07-16 /s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for NewcoGen Group, Inc. 2015-07-16 /s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for AGTC Partners, L.P. 2015-07-16 /s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for AGTC Advisors Fund, L.P. 2015-07-16 /s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for Applied Genomic Technology Capital Fund, L.P. 2015-07-16 /s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for Flagship Ventures 2007 General Partner, LLC 2015-07-16 /s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for Flagship Ventures Fund 2007, L.P. 2015-07-16