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