0001181431-15-008835.txt : 20150729
0001181431-15-008835.hdr.sgml : 20150729
20150729164659
ACCESSION NUMBER: 0001181431-15-008835
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150727
FILED AS OF DATE: 20150729
DATE AS OF CHANGE: 20150729
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 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: 151013326
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: AGTC ADVISORS FUND LP
CENTRAL INDEX KEY: 0001131095
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33827
FILM NUMBER: 151013327
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: 151013328
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: 151013329
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: AFEYAN NOUBAR
CENTRAL INDEX KEY: 0001222012
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33827
FILM NUMBER: 151013330
MAIL ADDRESS:
STREET 1: 1 SUNSET RIDGE
CITY: LEXINGTON
STATE: MA
ZIP: 02173
4
1
rrd426057.xml
FORM 4 - NOUBAR AFEYAN - AGTC 2
X0306
4
2015-07-27
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
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
0001131095
AGTC ADVISORS FUND LP
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
Common Stock
2015-07-27
4
X
0
3256
0.14
A
57010
I
Held by AGTC Advisors Fund, L.P.
Common Stock
2015-07-27
4
S
0
206
2.27
D
56804
I
Held by AGTC Advisors Fund, L.P.
Common Stock
2015-07-27
4
X
0
254
0.14
A
57058
I
Held by AGTC Advisors Fund, L.P.
Common Stock
2015-07-27
4
S
0
16
2.27
D
57042
I
Held by AGTC Advisors Fund, L.P.
Common Stock
2015-07-27
4
X
0
254
0.14
A
57296
I
Held by AGTC Advisors Fund, L.P.
Common Stock
2015-07-27
4
S
0
16
2.27
D
57280
I
Held by AGTC Advisors Fund, L.P.
Common Stock
2015-07-27
4
X
0
254
0.14
A
57534
I
Held by AGTC Advisors Fund, L.P.
Common Stock
2015-07-27
4
S
0
16
2.27
D
57518
I
Held by AGTC Advisors Fund, L.P.
Common Stock
2015-07-27
4
X
0
254
0.14
A
57772
I
Held by AGTC Advisors Fund, L.P.
Common Stock
2015-07-27
4
S
0
16
2.27
D
57756
I
Held by AGTC Advisors Fund, L.P.
Common Stock
2015-07-27
4
X
0
508
0.14
A
58264
I
Held by AGTC Advisors Fund, L.P.
Common Stock
2015-07-27
4
S
0
32
2.27
D
58232
I
Held by AGTC Advisors Fund, L.P.
Common Stock
43930
D
Common Stock
786970
I
Held by Applied Genomic Technology Capital Fund, L.P.
Common Stock
2508
I
Held by Atlast LP
Common Stock
441072
I
Held by Flagship Ventures Fund 2007, L.P.
Warrant to Purchase Common Stock (right to buy)
0.14
2015-07-27
4
X
0
3256
0
D
2015-07-28
Common Stock
3256
0
I
Held by AGTC Advisors Fund, L.P.
Warrant to Purchase Common Stock (right to buy)
0.14
2015-07-27
4
X
0
254
0
D
2015-09-08
Common Stock
254
0
I
Held by AGTC Advisors Fund, L.P.
Warrant to Purchase Common Stock (right to buy)
0.14
2015-07-27
4
X
0
254
0
D
2015-09-28
Common Stock
254
0
I
Held by AGTC Advisors Fund, L.P.
Warrant to Purchase Common Stock (right to buy)
0.14
2015-07-27
4
X
0
254
0
D
2015-11-14
Common Stock
254
0
I
Held by AGTC Advisors Fund, L.P.
Warrant to Purchase Common Stock (right to buy)
0.14
2015-07-27
4
X
0
254
0
D
2015-12-15
Common Stock
254
0
I
Held by AGTC Advisors Fund, L.P.
Warrant to Purchase Common Stock (right to buy)
0.14
2015-07-27
4
X
0
508
0
D
2016-03-10
Common Stock
508
0
I
Held by AGTC Advisors Fund, 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 27, 2015, AGTC Advisors Fund, L.P. ("AGTCA") exercised warrants to purchase 3,256 shares of Common Stock for $0.14 per share. AGTCA exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 206 of the warrant shares to pay the exercise price and issuing to AGTCA the remaining 3,050 shares.
NewcoGen Group, Inc. ("NG") is the general partner of AGTC Partners, L.P., which is the general partner of 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 the AGTC Funds. Dr. Afeyan disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
The price reflects the average of the closing prices of the Common Stock over the five day period prior to the exercise date.
On July 27, 2015, AGTCA exercised warrants to purchase 254 shares of Common Stock for $0.14 per share. AGTCA exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 16 of the warrant shares to pay the exercise price and issuing to AGTCA the remaining 238 shares.
On July 27, 2015, AGTCA exercised warrants to purchase 254 shares of Common Stock for $0.14 per share. AGTCA exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 16 of the warrant shares to pay the exercise price and issuing to AGTCA the remaining 238 shares.
On July 27, 2015, AGTCA exercised warrants to purchase 254 shares of Common Stock for $0.14 per share. AGTCA exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 16 of the warrant shares to pay the exercise price and issuing to AGTCA the remaining 238 shares.
On July 27, 2015, AGTCA exercised warrants to purchase 254 shares of Common Stock for $0.14 per share. AGTCA exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 16 of the warrant shares to pay the exercise price and issuing to AGTCA the remaining 238 shares.
On July 27, 2015, AGTCA exercised warrants to purchase 508 shares of Common Stock for $0.14 per share. AGTCA exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 32 of the warrant shares to pay the exercise price and issuing to AGTCA the remaining 476 shares.
Noubar B. Afeyan, Ph.D. is the general partner of Atlast LP and may be deemed to beneficially own the securities held by Atlast LP. Dr. Afeyan disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
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.
This warrant is immediately exercisable.
/s/ Noubar B. Afeyan, Ph.D.
2015-07-29
/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for Flagship Ventures Management, Inc.
2015-07-29
/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for NewcoGen Group, Inc.
2015-07-29
/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for AGTC Advisors Fund, L.P.
2015-07-29
/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for AGTC Partners, L.P.
2015-07-29