SC 13G

0001193125-18-308484.txt : 20181026 0001193125-18-308484.hdr.sgml : 20181026 20181026090104 ACCESSION NUMBER: 0001193125-18-308484 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20181026 DATE AS OF CHANGE: 20181026 GROUP MEMBERS: PROSIGHT FUND, LP GROUP MEMBERS: PROSIGHT PARTNERS, LLC GROUP MEMBERS: PROSIGHT PLUS FUND, LP GROUP MEMBERS: W. LAWRENCE HAWKINS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OvaScience, Inc. CENTRAL INDEX KEY: 0001544227 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 451472564 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87213 FILM NUMBER: 181140440 BUSINESS ADDRESS: STREET 1: 9 FOURTH AVE CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 617-500-2802 MAIL ADDRESS: STREET 1: 9 FOURTH AVE CITY: WALTHAM STATE: MA ZIP: 02451 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Prosight Management, LP CENTRAL INDEX KEY: 0001617201 IRS NUMBER: 263706721 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2301 CEDAR SPRINGS ROAD, SUITE 355 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-468-0008 MAIL ADDRESS: STREET 1: 2301 CEDAR SPRINGS ROAD, SUITE 355 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G 1 d643088dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

OVASCIENCE, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

69014Q101

(CUSIP Number)

October 16, 2018

(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)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s 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, as amended (“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).

Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications:

Taylor H. Wilson, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219-7673

(214) 651-5000

SCHEDULE 13G

CUSIP No. 69014Q101


1	Names of Reporting Persons Prosight Management, LP
2	Check the appropriate box if a member of a Group (see instructions) (a) ☐ (b) ☒
3	Sec Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5	Sole Voting Power 0
		6	Shared Voting Power 1,991,100
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 1,991,100
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,991,100
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) ☐
11	Percent of class represented by amount in row (9) 5.6% (1)
12	Type of Reporting Person (See Instructions)
	IA

(1)

Based upon 35,789,006 shares of Common Stock, par value $0.001 per share, outstanding as of August 6, 2018, as disclosed in Form 10-Q for the quarterly period ended June 30, 2018, filed on August 9, 2018, by the issuer with the U.S. Securities and Exchange Commission.

SCHEDULE 13G

CUSIP No. 69014Q101


1	Names of Reporting Persons Prosight Fund, LP
2	Check the appropriate box if a member of a Group (see instructions) (a) ☐ (b) ☒
3	Sec Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5	Sole Voting Power 0
		6	Shared Voting Power 414,973
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 414,973
9	Aggregate Amount Beneficially Owned by Each Reporting Person 414,973
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) ☐
11	Percent of class represented by amount in row (9) 1.2% (1)
12	Type of Reporting Person (See Instructions)
	PN

(1)

SCHEDULE 13G

CUSIP No. 69014Q101


1	Names of Reporting Persons Prosight Plus Fund, LP
2	Check the appropriate box if a member of a Group (see instructions) (a) ☐ (b) ☒
3	Sec Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5	Sole Voting Power 0
		6	Shared Voting Power 1,015,629
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 1,015,629
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,015,629
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) ☐
11	Percent of class represented by amount in row (9) 2.8% (1)
12	Type of Reporting Person (See Instructions)
	PN

(1)

SCHEDULE 13G

CUSIP No. 69014Q101


1	Names of Reporting Persons Prosight Partners, LLC
2	Check the appropriate box if a member of a Group (see instructions) (a) ☐ (b) ☒
3	Sec Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5	Sole Voting Power 0
		6	Shared Voting Power 1,991,100
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 1,991,100
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,991,100
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) ☐
11	Percent of class represented by amount in row (9) 5.6% (1)
12	Type of Reporting Person (See Instructions)
	OO

(1)

SCHEDULE 13G

CUSIP No. 69014Q101


1	Names of Reporting Persons W. Lawrence Hawkins
2	Check the appropriate box if a member of a Group (see instructions) (a) ☐ (b) ☒
3	Sec Use Only
4	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:		5	Sole Voting Power 0
		6	Shared Voting Power 1,991,100
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 1,991,100
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,991,100
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) ☐
11	Percent of class represented by amount in row (9) 5.6%
12	Type of Reporting Person (See Instructions)
	IN, HC

(1)

Item 1.

(a)

Name of Issuer:

OvaScience, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

9 4^th Avenue, Waltham, Massachusetts 02451

Item 2.

(a)

Name of Person Filing:

This statement is jointly filed by and on behalf of each of Prosight Management, LP, a Delaware limited partnership (“Prosight Management”), Prosight Fund, LP, a Delaware limited partnership (“Prosight Fund”), Prosight Plus Fund, LP, a Delaware limited partnership (“Prosight Plus Fund”), Prosight Partners, LLC, a Delaware limited liability company (“Prosight Partners”), and W. Lawrence Hawkins, (collectively referred herein as “Reporting Persons”). Prosight Management is the general partner and investment manager of, and may be deemed to indirectly beneficially own securities owned by, Prosight Fund and Prosight Plus Fund. Prosight Management is a sub-advisor for certain separate managed accounts (collectively, the “Managed Accounts”) and may be deemed to indirectly beneficially own securities owned by the Managed Accounts. Prosight Partners is the general partner of, and may be deemed to beneficially own, securities beneficially owned by Prosight Management. Mr. Hawkins is the sole manager of, and may be deemed to beneficially own securities beneficially owned by, Prosight Partners. Prosight Fund, Prosight Plus Fund and the Managed Accounts are the record and direct beneficial owner of the securities covered by this statement. Prosight Fund disclaims beneficial ownership of both the shares held by the Managed Accounts and the shares held by Prosight Plus Fund. Prosight Plus Fund disclaims beneficial ownership of both the shares held by the Managed Accounts and the shares held by Prosight Fund.

Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each Reporting Person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purpose of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purpose of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.

(b)

Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is c/o Prosight Management, LP, 2301 Cedar Springs Road, Suite 355, Dallas, Texas 75201.

(c)

Citizenship:

See Item 4 on the cover page(s) hereto.

(d)

Title and Class of Securities:

Common Stock, par value $0.001 per share

(e)

CUSIP No.:

69014Q101

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;

(b)	☐	Bank as defined in Section 3(a)(6) of the Act;

(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act;

(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)	☐	A savings associations 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 of 1940;

(j)	☐	A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _________________

Item 4.

Ownership

(a)

Amount Beneficially Owned as of the time of filing: See Item 9 on the cover pages(s) hereto.

(b)

Percent of Class as of the time of filing: See Item 11 on the cover page(s) hereto.

(c)

As of the time of filing, number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: See Item 5 on the cover pages hereto.

(ii)

Shared power to vote or to direct the vote: See Item 6 on the cover pages hereto.

(iii)

Sole power to dispose or to direct the disposition of: See Item 7 on the cover pages hereto.

(iv)

Shared power to dispose or to direct the disposition of: See Item 8 on the cover pages hereto.

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 Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following ☐.

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.

Not applicable

Item 9.

Notice of Dissolution of Group.

Not applicable

Item 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect other than activities solely in connection with a nomination under § 240.14a-11.

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.

Dated: October 26, 2018


PROSIGHT MANAGEMENT, LP

By:		Prosight Partners, LLC
Its:		General Partner

By:		/s/ W. Lawrence Hawkins
Name:		W. Lawrence Hawkins
Title:		Sole Manager

PROSIGHT FUND, LP

By:		Prosight Management, LP
Its:		General Partner

By:		Prosight Partners, LLC
Its:		General Partner

By:		/s/ W. Lawrence Hawkins
Name:		W. Lawrence Hawkins
Title:		Sole Manager

PROSIGHT PLUS FUND, LP

By:		Prosight Management, LP
Its:		General Partner

By:		Prosight Partners, LLC
Its:		General Partner

By:		/s/ W. Lawrence Hawkins
Name:		W. Lawrence Hawkins
Title:		Sole Manager

PROSIGHT PARTNERS, LLC

By:		/s/ W. Lawrence Hawkins
Name:		W. Lawrence Hawkins
Title:		Sole Manager

W. LAWRENCE HAWKINS

/s/ W. Lawrence Hawkins

EXHIBIT INDEX


Exhibit		Description of Exhibit

99.1		Joint Filing Agreement (filed herewith).

EX-99.1 2 d643088dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

October 26, 2018

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date first written above.


Date: October 26, 2018	PROSIGHT MANAGEMENT, LP

	By:	Prosight Partners, LLC
	Its:	General Partner

	By:	/s/ W. Lawrence Hawkins
	Name:	W. Lawrence Hawkins
	Title:	Sole Manager

	PROSIGHT FUND, LP

	By:	Prosight Management, LP
	Its:	General Partner

	By:	Prosight Partners, LLC
	Its:	General Partner

	By:	/s/ W. Lawrence Hawkins
	Name:	W. Lawrence Hawkins
	Title:	Sole Manager

	PROSIGHT PLUS FUND, LP

	By:	Prosight Management, LP
	Its:	General Partner

	By:	Prosight Partners, LLC
	Its:	General Partner

	By:	/s/ W. Lawrence Hawkins
	Name:	W. Lawrence Hawkins
	Title:	Sole Manager

	PROSIGHT PARTNERS, LLC

	By:	/s/ W. Lawrence Hawkins
	Name:	W. Lawrence Hawkins
	Title:	Sole Manager

W. LAWRENCE HAWKINS

/s/ W. Lawrence Hawkins