UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
BG MEDICINE, INC. |
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE |
(Title of Class of Securities)
08861T107 |
(CUSIP Number)
October 1, 2013 |
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 08861T107 | Schedule 13G | Page 2 of | 13 | Pages |
1. |
Names of Reporting Persons
Gilde Europe Food & Agribusiness Fund B.V. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
The Netherlands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0
| ||||
6. | Shared Voting Power 632,099
| |||||
7. | Sole Dispositive Power 0
| |||||
8. | Shared Dispositive Power 632,099
| |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
632,099 | |||||
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. |
Percent of Class Represented by Amount in Row 9
2.3% | |||||
12. |
Type of Reporting Person (See Instructions)
OO |
CUSIP No. 08861T107 | Schedule 13G | Page 3 of | 13 | Pages |
1. |
Names of Reporting Persons
Gilde Agribusiness Management B.V. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
The Netherlands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0
| ||||
6. | Shared Voting Power 632,099
| |||||
7. | Sole Dispositive Power 0
| |||||
8. | Shared Dispositive Power 632,099
| |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
632,099 | |||||
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. |
Percent of Class Represented by Amount in Row 9
2.3% | |||||
12. |
Type of Reporting Person (See Instructions)
OO |
CUSIP No. 08861T107 | Schedule 13G | Page 4 of | 13 | Pages |
1. |
Names of Reporting Persons
Gilde Healthcare Holding B.V. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
The Netherlands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0
| ||||
6. | Shared Voting Power 632,099
| |||||
7. | Sole Dispositive Power 0
| |||||
8. | Shared Dispositive Power 632,099
| |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
632,099 | |||||
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. |
Percent of Class Represented by Amount in Row 9
2.3% | |||||
12. |
Type of Reporting Person (See Instructions)
OO |
CUSIP No. 08861T107 | Schedule 13G | Page 5 of | 13 | Pages |
1. |
Names of Reporting Persons
Gilde Europe Food & Agribusiness Partners II C.V. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
The Netherlands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 0
| ||||
6. | Shared Voting Power 632,099
| |||||
7. | Sole Dispositive Power 0
| |||||
8. | Shared Dispositive Power 632,099
| |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
632,099 | |||||
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. |
Percent of Class Represented by Amount in Row 9
2.3% | |||||
12. |
Type of Reporting Person (See Instructions)
OO |
CUSIP No. 08861T107 | Schedule 13G | Page 6 of | 13 | Pages |
Item 1. |
(a) | Name of Issuer: |
BG Medicine, Inc.
(b) | Address of Issuers Principal Executive Offices: |
610 Lincoln Street North
Waltham, Massachusetts 02451
Item 2. |
(a) | Name of Person Filing: |
Gilde Europe Food & Agribusiness Fund B.V.
Gilde Agribusiness Management B.V.
Gilde Healthcare Holding B.V.
Gilde Europe Food & Agribusiness Partners II C.V.
Gilde Europe Food & Agribusiness Fund B.V., Gilde Agribusiness Management B.V., Gilde Healthcare Holding B.V., and Gilde Europe Food & Agribusiness Partners II C.V. are referred to herein collectively as the Reporting Persons.
(b) | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office for each of the Reporting Persons is:
c/o Gilde Healthcare Partners
Newtonlaan 91
3584 BP Utrecht
The Netherlands
(c) | Citizenship: |
Each of the Reporting Persons is organized in the Netherlands.
(d) | Title of Class of Securities: |
Common Stock, par value $0.001 per share
(e) | CUSIP Number: |
08861T107
CUSIP No. 08861T107 | Schedule 13G | Page 7 of | 13 | Pages |
Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
(a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||
(b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
(c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
(d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
(e) | ¨ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | ||
(f) | ¨ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | ||
(g) | ¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||
(h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
(i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); | ||
(j) | ¨ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | ||
(k) | ¨ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) | Amount beneficially owned: |
Reporting Person | Shares | |||
Gilde Europe Food & Agribusiness Fund B.V. |
632,099 | |||
Gilde Agribusiness Management B.V. |
632,099 | |||
Gilde Healthcare Holding B.V. |
632,099 | |||
Gilde Europe Food & Agribusiness Partners II C.V. |
632,099 |
Gilde Europe Food & Agribusiness Fund B.V. directly owns 632,099 shares of common stock of the issuer. The manager of Gilde Europe Food & Agribusiness Fund B.V. is Gilde Agribusiness Management B.V., which is owned by Gilde Healthcare Holding B.V. Gilde Europe Food & Agribusiness Partners II C.V. and Gilde Agribusiness Management B.V. respectively have a 15% and 5% carried interest in Gilde Europe Food & Agribusiness Fund B.V.
CUSIP No. 08861T107 | Schedule 13G | Page 8 of | 13 | Pages |
The filing of Schedule 13G on behalf of the Reporting Persons does not constitute an admission that such Reporting Person is, for purposes of Section 13(d) of the Securities and Exchange Act of 1934, the beneficial owner of any securities covered by the Schedule. Pursuant to Rule 13d-4 of the Act, the undersigned disclaims such ownership with respect to any shares listed therein of which he would not otherwise be deemed to be beneficial owner.
(b) | Percent of class: |
Reporting Person | Percent | |||
Gilde Europe Food & Agribusiness Fund B.V. |
2.3 | % | ||
Gilde Agribusiness Management B.V. |
2.3 | % | ||
Gilde Healthcare Holding B.V. |
2.3 | % | ||
Gilde Europe Food & Agribusiness Partners II C.V. |
2.3 | % |
The foregoing percentages are calculated based on 19,474,295 shares outstanding as of October 31, 2011 as set forth in the issuers Quarterly Report on Form 10-Q for the period ended September 30, 2011.
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote with respect to each Reporting Person -0- |
(ii) | Shared power to vote or to direct the vote |
Reporting Person | Shares | |||
Gilde Europe Food & Agribusiness Fund B.V. |
632,099 | |||
Gilde Agribusiness Management B.V. |
632,099 | |||
Gilde Healthcare Holding B.V. |
632,099 | |||
Gilde Europe Food & Agribusiness Partners II C.V. |
632,099 |
(iii) | Sole power to dispose or to direct the disposition of with respect to each Reporting Person -0- |
(iv) | Shared power to dispose or to direct the disposition of |
CUSIP No. 08861T107 | Schedule 13G | Page 9 of | 13 | Pages |
Reporting Person | Shares | |||
Gilde Europe Food & Agribusiness Fund B.V. |
632,099 | |||
Gilde Agribusiness Management B.V. |
632,099 | |||
Gilde Healthcare Holding B.V. |
632,099 | |||
Gilde Europe Food & Agribusiness Partners II C.V. |
632,099 |
Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.
Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not applicable.
Item 8. | Identification and Classification of Members of the Group |
See Exhibit 2.
Item 9. | Notice of Dissolution of Group |
Not applicable.
Item 10. | Certification |
Not applicable.
CUSIP No. 08861T107 | Schedule 13G | Page 10 of | 13 | Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: October 18, 2013
GILDE EUROPE FOOD & AGRIBUSINESS FUND B.V. | ||
By: | /s/ Pieter van der Meer | |
Pieter van der Meer | ||
Partner | ||
GILDE AGRIBUSINESS MANAGEMENT B.V. | ||
By: | /s/ Pieter van der Meer | |
Pieter van der Meer | ||
Partner | ||
GILDE HEALTHCARE HOLDING B.V. | ||
By: | /s/ Pieter van der Meer | |
Pieter van der Meer | ||
Partner | ||
GILDE EUROPE FOOD & AGRIBUSINESS PARTNERS II C.V. | ||
By: | /s/ Pieter van der Meer | |
Pieter van der Meer | ||
Partner |
CUSIP No. 08861T107 | Schedule 13G | Page 11 of | 13 | Pages |
EXHIBIT INDEX
Exhibit 1 | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended | |
Exhibit 2 | List of Members of Group |
CUSIP No. 08861T107 | Schedule 13G | Page 12 of | 13 | Pages |
Exhibit 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
Date: February 14, 2012
GILDE EUROPE FOOD & AGRIBUSINESS FUND B.V. | ||
By: | /s/ Pieter van der Meer | |
Pieter van der Meer | ||
Partner | ||
GILDE AGRIBUSINESS MANAGEMENT B.V. | ||
By: | /s/ Pieter van der Meer | |
Pieter van der Meer | ||
Partner | ||
GILDE HEALTHCARE HOLDING B.V. | ||
By: | /s/ Pieter van der Meer | |
Pieter van der Meer | ||
Partner | ||
GILDE EUROPE FOOD & AGRIBUSINESS PARTNERS II C.V. | ||
By: | /s/ Pieter van der Meer | |
Pieter van der Meer | ||
Partner |
CUSIP No. 08861T107 | Schedule 13G | Page 13 of | 13 | Pages |
Exhibit 2
LIST OF MEMBERS OF GROUP
Gilde Europe Food & Agribusiness Fund B.V.
Gilde Agribusiness Management B.V.
Gilde Healthcare Holding B.V.
Gilde Europe Food & Agribusiness Partners II C.V.