0001181431-15-008765.txt : 20150716
0001181431-15-008765.hdr.sgml : 20150716
20150716172719
ACCESSION NUMBER: 0001181431-15-008765
CONFORMED SUBMISSION TYPE: 3
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: Flagship Ventures Fund 2007, L.P.
CENTRAL INDEX KEY: 0001508052
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33827
FILM NUMBER: 15992143
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: Flagship Ventures 2007 General Partner LLC
CENTRAL INDEX KEY: 0001508053
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33827
FILM NUMBER: 15992144
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
3
1
rrd426022.xml
FORM 3
X0206
3
2015-07-14
0
0001407038
BG Medicine, Inc.
BGMD
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
Common Stock
441071
I
Held by Flagship Ventures Fund 2007, L.P.
Series A Preferred Stock
Common Stock
497729
I
Held by Flagship Ventures Fund 2007, L.P.
Share amounts reflect a 1-for-4 reverse split of the Issuer's common stock on July 8, 2015.
Flagship Ventures 2007 General Partner, LLC 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.
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.
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.
/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