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