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