FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BG Medicine, Inc. [ BGMD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/09/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 02/09/2011 | C | 410,903 | A | (2) | 410,903 | I | By NewcoGen Equity Investors LLC(1) | ||
Common Stock | 02/09/2011 | C | 79,942(3) | A | $7 | 490,845 | I | By NewcoGen Equity Investors LLC(1) | ||
Common Stock | 02/09/2011 | P | 35,715(4) | A | $7 | 526,560 | I | By NewcoGen Equity Investors LLC(1) | ||
Common Stock | 02/09/2011 | C | 223,746 | A | (2) | 223,746 | I | By NewcoGen-Elan LLC(1) | ||
Common Stock | 02/09/2011 | C | 42,140(3) | A | $7 | 265,886 | I | By NewcoGen-Elan LLC(1) | ||
Common Stock | 02/09/2011 | P | 10,714(4) | A | $7 | 276,600 | I | By NewcoGen-Elan LLC(1) | ||
Common Stock | 02/09/2011 | C | 59,522 | A | (2) | 59,522 | I | By NewcoGen-Long Reign Holding LLC(1) | ||
Common Stock | 02/09/2011 | C | 11,344(3) | A | $7 | 70,866 | I | By NewcoGen-Long Reign Holding LLC(1) | ||
Common Stock | 02/09/2011 | P | 21,428(4) | A | $7 | 92,294 | I | By NewcoGen-Long Reign Holding LLC(1) | ||
Common Stock | 02/09/2011 | C | 241,407 | A | (2) | 241,407 | I | By NewcoGen-PE LLC(1) | ||
Common Stock | 02/09/2011 | C | 45,940(3) | A | $7 | 287,347 | I | By NewcoGen-PE LLC(1) | ||
Common Stock | 02/09/2011 | P | 10,714(4) | A | $7 | 298,061 | I | By NewcoGen-PE LLC(1) | ||
Common Stock | 02/09/2011 | C | 59,386 | A | (2) | 59,386 | I | By ST NewcoGen LLC(1) | ||
Common Stock | 02/09/2011 | C | 11,312(3) | A | $7 | 70,698 | I | By ST NewcoGen LLC(1) | ||
Common Stock | 02/09/2011 | P | 21,428(4) | A | $7 | 92,126 | I | By ST NewcoGen LLC(1) | ||
Common Stock | 02/09/2011 | C | 125,725 | A | (2) | 125,725 | I | By AGTC Advisors Fund, L.P.(1) | ||
Common Stock | 02/09/2011 | C | 3(3) | A | $7 | 125,728 | I | By AGTC Advisors Fund, L.P.(1) | ||
Common Stock | 02/09/2011 | P | 14,285(4) | A | $7 | 140,013 | I | By AGTC Advisors Fund, L.P.(1) | ||
Common Stock | 02/09/2011 | C | 2,079,975 | A | (2) | 2,079,975 | I | By Applied Genomic Technology Capital Fund, L.P.(1) | ||
Common Stock | 02/09/2011 | C | 43(3) | A | $7 | 2,080,018 | I | By Applied Genomic Technology Capital Fund, L.P.(1) | ||
Common Stock | 02/09/2011 | P | 271,429(4) | A | $7 | 2,351,447 | I | By Applied Genomic Technology Capital Fund, L.P.(1) | ||
Common Stock | 02/09/2011 | C | 4,232 | A | (2) | 4,232 | I | By OneLiberty Advisors Fund 2000 L.P.(5) | ||
Common Stock | 02/09/2011 | C | 80,424 | A | (2) | 80,424 | I | By OneLiberty Ventures 2000 L.P.(5) | ||
Common Stock | 02/09/2011 | C | 112,077(3) | A | $7 | 2,141,942 | I | By NewcoGen Group LLC(1) | ||
Common Stock | 02/09/2011 | P | 42,858(4) | A | $7 | 2,184,800 | I | By NewcoGen Group LLC(1) | ||
Common Stock | 02/09/2011 | P | 714,286(4) | A | $7 | 714,286 | I | By Flagship Ventures Fund 2007, L.P.(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Preferred Stock | (2) | 02/09/2011 | C | 1,323,360 | (7) | (7) | Common Stock | 371,027 | (2) | 0 | I | By NewcoGen Equity Investors LLC(1) | |||
Series A Preferred Stock | (2) | 02/09/2011 | C | 798,046 | (7) | (7) | Common Stock | 223,746 | (2) | 0 | I | By NewcoGen-Elan LLC(1) | |||
Series A Preferred Stock | (2) | 02/09/2011 | C | 192,118 | (7) | (7) | Common Stock | 53,864 | (2) | 0 | I | By NewcoGen-Long Reign Holding LLC(1) | |||
Series A Preferred Stock | (2) | 02/09/2011 | C | 799,747 | (7) | (7) | Common Stock | 224,224 | (2) | 0 | I | By NewcoGen-PE LLC(1) | |||
Series A Preferred Stock | (2) | 02/09/2011 | C | 191,692 | (7) | (7) | Common Stock | 53,741 | (2) | 0 | I | By ST NewcoGen LLC(1) | |||
Series A Preferred Stock | (2) | 02/09/2011 | C | 366,933 | (7) | (7) | Common Stock | 102,877 | (2) | 0 | I | By AGTC Advisors Fund, L.P.(1) | |||
Series A Preferred Stock | (2) | 02/09/2011 | C | 6,070,468 | (7) | (7) | Common Stock | 1,701,967 | (2) | 0 | I | By Applied Genomic Technology Capital Fund, L.P.(1) | |||
Series A Preferred Stock | (2) | 02/09/2011 | C | 15,097 | (7) | (7) | Common Stock | 4,232 | (2) | 0 | I | By OneLiberty Advisors Fund 2000 L.P.(5) | |||
Series A Preferred Stock | (2) | 02/09/2011 | C | 286,854 | (7) | (7) | Common Stock | 80,424 | (2) | 0 | I | By OneLiberty Ventures 2000 L.P.(5) | |||
Series D Preferred Stock | (2) | 02/09/2011 | C | 66,462 | (7) | (7) | Common Stock | 39,876 | (2) | 0 | I | By NewcoGen Equity Investors LLC(1) | |||
Series D Preferred Stock | (2) | 02/09/2011 | C | 9,432 | (7) | (7) | Common Stock | 5,658 | (2) | 0 | I | By NewcoGen-Long Reign Holding LLC(1) | |||
Series D Preferred Stock | (2) | 02/09/2011 | C | 28,641 | (7) | (7) | Common Stock | 17,183 | (2) | 0 | I | By NewcoGen-PE LLC(1) | |||
Series D Preferred Stock | (2) | 02/09/2011 | C | 9,405 | (7) | (7) | Common Stock | 5,645 | (2) | 0 | I | By ST NewcoGen LLC(1) | |||
Series D Preferred Stock | (2) | 02/09/2011 | C | 38,083 | (7) | (7) | Common Stock | 22,848 | (2) | 0 | I | By AGTC Advisors Fund, L.P.(1) | |||
Series D Preferred Stock | (2) | 02/09/2011 | C | 630,026 | (7) | (7) | Common Stock | 378,008 | (2) | 0 | I | By Applied Genomic Technology Capital Fund, L.P.(1) | |||
Convertible Promissory Notes | $7 | 02/09/2011 | C | $740,172(8) | (17) | (9) | Common Stock | 112,077(3) | (17) | 0 | I | By NewcoGen Group LLC(1) | |||
Convertible Promissory Notes | $7 | 02/09/2011 | C | $527,952(8) | (17) | (9) | Common Stock | 79,942(3) | (17) | 0 | I | By NewcoGen Equity Investors LLC(1) | |||
Convertible Promissory Notes | $7 | 02/09/2011 | C | $278,307(8) | (17) | (9) | Common Stock | 42,140(3) | (17) | 0 | I | By NewcoGen-Elan LLC(1) | |||
Convertible Promissory Notes | $7 | 02/09/2011 | C | $74,928(8) | (17) | (9) | Common Stock | 11,344(3) | (17) | 0 | I | By NewcoGen-Long Reign Holding LLC(1) | |||
Convertible Promissory Notes | $7 | 02/09/2011 | C | $303,399(8) | (17) | (9) | Common Stock | 45,940(3) | (17) | 0 | I | By NewcoGen-PE LLC(1) | |||
Convertible Promissory Notes | $7 | 02/09/2011 | C | $74,712(8) | (17) | (9) | Common Stock | 11,312(3) | (17) | 0 | I | By ST NewcoGen LLC(1) | |||
Convertible Promissory Notes | $7 | 02/09/2011 | C | $30(8) | (17) | (9) | Common Stock | 3(3) | (17) | 0 | I | By AGTC Advisors Fund, L.P.(1) | |||
Convertible Promissory Notes | $7 | 02/09/2011 | C | $300(8) | (17) | (9) | Common Stock | 43(3) | (17) | 0 | I | By Applied Genomic Technology Capital Fund, L.P.(1) | |||
Warrants to Purchase Common Stock(10) | $0.02(11) | 09/27/2010 | P | 46,142(11) | (12) | 09/27/2020 | Common Stock | 46,142(11) | $0.02(11) | 46,142(11) | I | See footnotes(1)(13) | |||
Warrants to Purchase Common Stock(10) | $0.02(11) | 11/04/2010 | P | 46,142(11) | (12) | 11/04/2020 | Common Stock | 46,142(11) | $0.02(11) | 46,142(11) | I | See footnotes(1)(14) | |||
Convertible Promissory Notes(10) | (17) | 09/27/2010 | P | $666,600(15) | (17) | (9) | Common Stock | (17) | (17) | 0(17) | I | See footnotes(1)(15) | |||
Convertible Promissory Notes(10) | (17) | 11/04/2010 | P | $666,600(16) | (17) | (9) | Common Stock | (17) | (17) | 0(17) | I | See footnotes(1)(16) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. NewcoGen Group, Inc. ("NG") is the manager of each of NewcoGen Group LLC ("NGG"), NewcoGen Equity Investors LLC ("NEI"), NewcoGen-Elan LLC ("NGE"), NewcoGen-Long Reign Holding LLC ("NGLRH"), NewcoGen-PE LLC ("NGP") and ST NewcoGen LLC ("STN", and together with NGG, NEI, NGE, NGLRH and NGP, the "NewcoGen Funds"). NG is also 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 Afeyan and Edwin M. Kania, Jr. are directors of Flagship and may be deemed to beneficially own the securities held by the NewcoGen Funds and the AGTC Funds. Each of Messrs. Afeyan and Kania disclaim beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
2. The Preferred Stock automatically converted into Common Stock upon the closing of the Issuer's initial public offering pursuant to the Issuer's Restated Certificate of Incorporation, as amended, based on the conversion rate in effect at the time of conversion. The Series A Preferred Stock converted to Common Stock on an approximately 1-for-0.2804 basis and the Series D Preferred Stock converted to Common Stock on an approximately 1-for-0.6 basis. |
3. Reflects the shares issued as a result of the automatic conversion of the outstanding principal and accrued and unpaid interest on the Convertible Notes (defined herein) through February 9, 2011, the closing date of the Issuer's initial public offering, into Common Stock upon the closing of the Issuer's initial public offering pursuant to the terms of the Convertible Notes. |
4. Reflects shares purchased in the Issuer's initial public offering. |
5. Noubar Afeyan and Edwin M. Kania, Jr. are managing members of OneLiberty Partners 2000, LLC, which is the general partner of OneLiberty Advisors Fund 2000 L.P. ("OLA") and OneLiberty Ventures 2000 L.P. ("OLV"), and may be deemed to beneficially own the securities held by OLA and OLV. Each of Messrs. Afeyan and Kania disclaim beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
6. Noubar Afeyan 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 Messrs. Afeyan and Kania disclaim beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
7. The Series A Preferred Stock and the Series D Preferred Stock automatically converted into shares of Common Stock upon consummation of the Issuer's initial public offering and had no expiration date. |
8. Reflects the aggregate principal amount of convertible promissory notes (the "Convertible Notes") dated March 30, 2010, September 27, 2010 and November 4, 2010. |
9. Not applicable. |
10. This transaction, which occurred prior to the Issuer's initial public offering of Common Stock, is being reported as required by Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. |
11. Reflects the 1-for-1.6667 reverse stock split effected on November 29, 2010 in connection with the Issuer's initial public offering, pursuant to which (i) the number of shares of Common Stock underlying the warrants was divided by 1.6667 and (ii) the exercise price of the warrants was multipled by 1.6667. |
12. The warrants became exercisable upon the closing of the Issuer's initial public offering. |
13. Consists of the following shares of the Issuer's Common Stock underlying the warrants held by the following entities: 17,080 shares by NewcoGen Group LLC, 12,182 shares by NewcoGen Equity Investors LLC, 6,422 shares by NewcoGen-Elan LLC, 1,728 shares by NewcoGen-Long Reign Holding LLC, 7,001 shares by NewcoGen-PE LLC, 1,723 shares by ST NewcoGen LLC, 6 shares by Applied Genomic Technology Capital Fund, L.P. and 0 shares by AGTC Advisors Fund, L.P. |
14. Consists of the following shares of the Issuer's Common Stock underlying the warrants held by the following entities: 17,080 shares by NewcoGen Group LLC, 12,182 shares by NewcoGen Equity Investors LLC, 6,422 shares by NewcoGen-Elan LLC, 1,728 shares by NewcoGen-Long Reign Holding LLC, 7,001 shares by NewcoGen-PE LLC, 1,723 shares by ST NewcoGen LLC, 6 shares by Applied Genomic Technology Capital Fund, L.P. and 0 shares by AGTC Advisors Fund, L.P. |
15. Consists of the aggregate principal amount of the Convertible Notes dated September 27, 2010 in the following principal amounts held by the following entities: $100 by Applied Genomic Technology Capital Fund, L.P., $10 by AGTC Advisors Fund, L.P., $246,724 by NewcoGen Group LLC, $175,984 by NewcoGen Equity Investors LLC, $24,976 by NewcoGen-Long Reign Holding LLC, $101,133 by NewcoGen-PE LLC, $92,769 by NewcoGen-Elan LLC and $24,904 by ST NewcoGen LLC. |
16. Consists of the aggregate principal amount of the Convertible Notes dated November 4, 2010 in the following principal amounts held by the following entities: $100 by Applied Genomic Technology Capital Fund, L.P., $10 by AGTC Advisors Fund, L.P., $246,724 by NewcoGen Group LLC, $175,984 by NewcoGen Equity Investors LLC, $24,976 by NewcoGen-Long Reign Holding LLC, $101,133 by NewcoGen-PE LLC, $92,769 by NewcoGen-Elan LLC and $24,904 by ST NewcoGen LLC. |
17. The outstanding principal and accrued and unpaid interest on the Convertible Notes automatically converted into Common Stock upon the closing of the Issuer's initial public offering at $7.00 per share pursuant to the terms of the Convertible Notes. |
Remarks: |
An additional Form 4 (the "Additional Form 4") is being filed on the date hereof by AGTC Partners, L.P., Applied Genomic Technology Capital Fund, L.P., and AGTC Advisors Fund, L.P. (the "Additional Reporting Owners") because the number of reporting owners allowed to be included in a joint filing on Form 4 is limited to ten. Please note that the transactions by the Additional Reporting Owners reflected in the Additional Form 4 are also reflected on this Form 4. (1 of 2) |
/s/ John P. Condon, Attorney-in-fact for Noubar Afeyan | 02/11/2011 | |
/s/ John P. Condon, Attorney-in-fact for Edwin M. Kania, Jr. | 02/11/2011 | |
/s/ John P. Condon, Attorney-in-fact for Flagship Ventures Management, Inc. | 02/11/2011 | |
/s/ John P. Condon, Attorney-in-fact for NewcoGen Group, Inc. | 02/11/2011 | |
/s/ John P. Condon, Attorney-in-fact for NewcoGen Group LLC | 02/11/2011 | |
/s/ John P. Condon, Attorney-in-fact for NewcoGen Equity Investors LLC | 02/11/2011 | |
/s/ John P. Condon, Attorney-in-fact for NewcoGen-Elan LLC | 02/11/2011 | |
/s/ John P. Condon, Attorney-in-fact for NewcoGen-Long Reign Holding LLC | 02/11/2011 | |
/s/ John P. Condon, Attorney-in-fact for NewcoGen-PE LLC | 02/11/2011 | |
/s/ John P. Condon, Attorney-in-fact for ST NewcoGen LLC | 02/11/2011 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |