SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Benson Buzz

(Last)

(First)

(Middle)

C/O SIGHTLINE VINTAGE MANAGEMENT, LLC

50 SOUTH 6TH STREET, SUITE 1490

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/24/2013

3. Issuer Name and Ticker or Trading Symbol
LIPOSCIENCE INC [ LPDX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	15,376	I	By Funds⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	9,700	⁽³⁾	I	By Funds⁽¹⁾⁽⁴⁾
Series D-1 Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	445,977	⁽⁵⁾	I	By Funds⁽¹⁾⁽⁶⁾
Series E Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	188,215	⁽⁷⁾	I	By Funds⁽¹⁾⁽⁸⁾
Series F Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	144,942	⁽⁹⁾	I	By Funds⁽¹⁾⁽¹⁰⁾

Explanation of Responses:

1. The reporting person is a Managing Director of each of (a) SightLine Healthcare Management III, L.P., the general partner of SightLine Healthcare Fund III, L.P. ("SHF III"), (b) SightLine Opportunity Management, LLC, the managing member of SightLine Healthcare Opportunity Fund, LLC ("SHOF") and (c) SightLine Vintage Management, LLC, the general partner of SightLine Healthcare Vintage Fund, L.P. ("SHVF" and, together with SHF III and SHOF, the "Funds").

2. SHF III owns these shares of common stock.

3. Each share of Series B Convertible Preferred Stock is convertible, at anytime, at the holder's election, into common stock on a 1.164-for-1 basis. In addition, effective immediately prior to the closing of the issuer's initial public offering of its common stock, each share of Series B Convertible Preferred Stock will automatically convert into 1.164 shares of common stock. The Series B Convertible Preferred Stock has no expiration date.

4. SHOF owns these shares of Series B Convertible Preferred Stock.

5. Each share of Series D-1 Convertible Preferred Stock is convertible, at anytime, at the holder's election, into common stock on a 0.582-for-1 basis. In addition, effective immediately prior to the closing of the issuer's initial public offering of its common stock, each share of Series D-1 Convertible Preferred Stock will automatically convert into 0.582 shares of common stock. The Series D-1 Convertible Preferred Stock has no expiration date.

6. SHF III owns these shares of Series D-1 Convertible Preferred Stock.

7. Each share of Series E Convertible Preferred Stock is convertible, at anytime, at the holder's election, into common stock on a 0.485-for-1 basis. In addition, effective immediately prior to the closing of the issuer's initial public offering of its common stock, each share of Series E Convertible Preferred Stock will automatically convert into 0.485 shares of common stock. The Series E Convertible Preferred Stock has no expiration date.

8. SHF III owns shares of Series E Convertible Preferred Stock convertible into 97,859 shares of common stock and SHOF owns shares of Series E Convertible Preferred Stock convertible into 90,356 shares of common stock.

9. Each share of Series F Convertible Preferred Stock is convertible, at anytime, at the holder's election, into common stock on a 0.485-for-1 basis. In addition, effective immediately prior to the closing of the issuer's initial public offering of its common stock, each share of Series F Convertible Preferred Stock will automatically convert into 0.485 shares of common stock. The Series F Convertible Preferred Stock has no expiration date.

10. SHF III owns shares of Series F Convertible Preferred Stock convertible into 33,448 shares of common stock and SHVF owns shares of Series F Convertible Preferred Stock convertible into 111,494 shares of common stock.

Remarks:

Exhibit List Exhibit 24.1 - Power of Attorney

	/s/ Brian F. Leaf, Attorney-in-fact	01/24/2013
	** 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 5 (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).
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