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 | 1,541,125 | A | (2) | 1,541,125 | I | By Gilde Europe Food & Agribusiness Fund B.V.(1) | ||
Common Stock | 02/09/2011 | C | 151,450(3) | A | $7 | 1,692,575 | I | By Gilde Europe Food & Agribusiness Fund B.V.(1) | ||
Common Stock | 02/09/2011 | P | 142,857(4) | A | $7 | 1,835,432 | I | By Gilde Europe Food & Agribusiness Fund B.V.(1) |
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 | 4,711,820 | (5) | (5) | Common Stock | 1,321,045 | (2) | 0 | I | By Gilde Europe Food & Agribusiness Fund B.V.(1) | |||
Series D Preferred Stock | (2) | 02/09/2011 | C | 366,809 | (5) | (5) | Common Stock | 220,080 | (2) | 0 | I | By Gilde Europe Food & Agribusiness Fund B.V.(1) | |||
Convertible Promissory Notes | $7 | 02/09/2011 | C | $1,000,200(6) | (11) | (10) | Common Stock | 151,450(3) | (11) | 0 | I | By Gilde Europe Food & Agribusiness Fund B.V.(1) | |||
Warrant to Purchase Common Stock(7) | $0.02(8) | 09/27/2010 | P | 23,080(8) | (9) | 09/27/2020 | Common Stock | 23,080(8) | $0.02(8) | 23,080(8) | I | By Gilde Europe Food & Agribusiness Fund B.V.(1) | |||
Warrant to Purchase Common Stock(7) | $0.02(8) | 11/04/2010 | P | 23,080(8) | (9) | 11/04/2020 | Common Stock | 23,080(8) | $0.02(8) | 23,080(8) | I | By Gilde Europe Food & Agribusiness Fund B.V.(1) | |||
Convertible Promissory Note(7) | (11) | 09/27/2010 | P | $333,400(12) | (11) | (10) | Common Stock | (11) | (11) | 0(11) | I | By Gilde Europe Food & Agribusiness Fund B.V.(1) | |||
Convertible Promissory Note(7) | (11) | 11/04/2010 | P | $333,400(12) | (11) | (10) | Common Stock | (11) | (11) | 0(11) | I | By Gilde Europe Food & Agribusiness Fund B.V.(1) |
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. The manager of Gilde Europe Food & Agribusiness Fund B.V. is Gilde Agribusiness Management B.V., which is indirectly owned by three managing partners, Pieter van der Meer, Edwin de Graaf and Marc Olivier Perret, through a holding entity, Gilde Healthcare Holding B.V. Gilde Healthcare Holding B.V. is owned in equal thirds by the three managing partners. Gilde Europe Food & Agribusiness Partners II C.V. has a 20% carried interest in Gilde Europe Food & Agribusiness Fund B.V. Pieter van der Meer, Edwin de Graaf and Marc Olivier Perret together have a controlling interest in Gilde Europe Food & Agribusiness Partners II C.V. Each of Pieter van der Meer, Edwin de Graaf, and Marc Olivier Perret 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. 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. |
6. Reflects the aggregate principal amount of convertible promissory notes (the "Convertible Notes") dated April 1, 2010, September 27, 2010 and November 4, 2010. |
7. 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. |
8. 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 warrant was divided by 1.6667 and (ii) the exercise price of the warrant was multipled by 1.6667. |
9. The warrant became exercisable upon the closing of the Issuer's initial public offering. |
10. Not applicable. |
11. 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. |
12. Reflects the principal amount of the Convertible Note. |
/s/ John P. Condon, Attorney-in-fact for Pieter van der Meer | 02/11/2011 | |
/s/ John P. Condon, Attorney-in-fact for Gilde Europe Food & Agribusiness Fund B.V. | 02/11/2011 | |
/s/ John P. Condon, Attorney-in-fact for Gilde Agribusiness Management B.V. | 02/11/2011 | |
/s/ John P. Condon, Attorney-in-fact for Gilde Healthcare Holding B.V. | 02/11/2011 | |
/s/ John P. Condon, Attorney-in-fact for Edwin de Graaf | 02/11/2011 | |
/s/ John P. Condon, Attorney-in-fact for Marc Olivier Perret | 02/11/2011 | |
/s/ John P. Condon, Attorney-in-fact for Gilde Europe Food & Agribusiness Partners II C.V. | 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. |