SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
AFEYAN NOUBAR

(Last) (First) (Middle)
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BG Medicine, Inc. [ BGMD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/09/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/09/2011 C 410,903 A (2) 410,903 I By NewcoGen Equity Investors LLC (1)
Common Stock 02/09/2011 C 79,942 (3) A $7 490,845 I By NewcoGen Equity Investors LLC (1)
Common Stock 02/09/2011 P 35,715 (4) A $7 526,560 I By NewcoGen Equity Investors LLC (1)
Common Stock 02/09/2011 C 223,746 A (2) 223,746 I By NewcoGen-Elan LLC (1)
Common Stock 02/09/2011 C 42,140 (3) A $7 265,886 I By NewcoGen-Elan LLC (1)
Common Stock 02/09/2011 P 10,714 (4) A $7 276,600 I By NewcoGen-Elan LLC (1)
Common Stock 02/09/2011 C 59,522 A (2) 59,522 I By NewcoGen-Long Reign Holding LLC (1)
Common Stock 02/09/2011 C 11,344 (3) A $7 70,866 I By NewcoGen-Long Reign Holding LLC (1)
Common Stock 02/09/2011 P 21,428 (4) A $7 92,294 I By NewcoGen-Long Reign Holding LLC (1)
Common Stock 02/09/2011 C 241,407 A (2) 241,407 I By NewcoGen-PE LLC (1)
Common Stock 02/09/2011 C 45,940 (3) A $7 287,347 I By NewcoGen-PE LLC (1)
Common Stock 02/09/2011 P 10,714 (4) A $7 298,061 I By NewcoGen-PE LLC (1)
Common Stock 02/09/2011 C 59,386 A (2) 59,386 I By ST NewcoGen LLC (1)
Common Stock 02/09/2011 C 11,312 (3) A $7 70,698 I By ST NewcoGen LLC (1)
Common Stock 02/09/2011 P 21,428 (4) A $7 92,126 I By ST NewcoGen LLC (1)
Common Stock 02/09/2011 C 125,725 A (2) 125,725 I By AGTC Advisors Fund, L.P. (1)
Common Stock 02/09/2011 C 3 (3) A $7 125,728 I By AGTC Advisors Fund, L.P. (1)
Common Stock 02/09/2011 P 14,285 (4) A $7 140,013 I By AGTC Advisors Fund, L.P. (1)
Common Stock 02/09/2011 C 2,079,975 A (2) 2,079,975 I By Applied Genomic Technology Capital Fund, L.P. (1)
Common Stock 02/09/2011 C 43 (3) A $7 2,080,018 I By Applied Genomic Technology Capital Fund, L.P. (1)
Common Stock 02/09/2011 P 271,429 (4) A $7 2,351,447 I By Applied Genomic Technology Capital Fund, L.P. (1)
Common Stock 02/09/2011 C 4,232 A (2) 4,232 I By OneLiberty Advisors Fund 2000 L.P. (5)
Common Stock 02/09/2011 C 80,424 A (2) 80,424 I By OneLiberty Ventures 2000 L.P. (5)
Common Stock 02/09/2011 C 112,077 (3) A $7 2,141,942 I By NewcoGen Group LLC (1)
Common Stock 02/09/2011 P 42,858 (4) A $7 2,184,800 I By NewcoGen Group LLC (1)
Common Stock 02/09/2011 P 714,286 (4) A $7 714,286 I By Flagship Ventures Fund 2007, L.P. (6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (2) 02/09/2011 C 1,323,360 (7) (7) Common Stock 371,027 (2) 0 I By NewcoGen Equity Investors LLC (1)
Series A Preferred Stock (2) 02/09/2011 C 798,046 (7) (7) Common Stock 223,746 (2) 0 I By NewcoGen-Elan LLC (1)
Series A Preferred Stock (2) 02/09/2011 C 192,118 (7) (7) Common Stock 53,864 (2) 0 I By NewcoGen-Long Reign Holding LLC (1)
Series A Preferred Stock (2) 02/09/2011 C 799,747 (7) (7) Common Stock 224,224 (2) 0 I By NewcoGen-PE LLC (1)
Series A Preferred Stock (2) 02/09/2011 C 191,692 (7) (7) Common Stock 53,741 (2) 0 I By ST NewcoGen LLC (1)
Series A Preferred Stock (2) 02/09/2011 C 366,933 (7) (7) Common Stock 102,877 (2) 0 I By AGTC Advisors Fund, L.P. (1)
Series A Preferred Stock (2) 02/09/2011 C 6,070,468 (7) (7) Common Stock 1,701,967 (2) 0 I By Applied Genomic Technology Capital Fund, L.P. (1)
Series A Preferred Stock (2) 02/09/2011 C 15,097 (7) (7) Common Stock 4,232 (2) 0 I By OneLiberty Advisors Fund 2000 L.P. (5)
Series A Preferred Stock (2) 02/09/2011 C 286,854 (7) (7) Common Stock 80,424 (2) 0 I By OneLiberty Ventures 2000 L.P. (5)
Series D Preferred Stock (2) 02/09/2011 C 66,462 (7) (7) Common Stock 39,876 (2) 0 I By NewcoGen Equity Investors LLC (1)
Series D Preferred Stock (2) 02/09/2011 C 9,432 (7) (7) Common Stock 5,658 (2) 0 I By NewcoGen-Long Reign Holding LLC (1)
Series D Preferred Stock (2) 02/09/2011 C 28,641 (7) (7) Common Stock 17,183 (2) 0 I By NewcoGen-PE LLC (1)
Series D Preferred Stock (2) 02/09/2011 C 9,405 (7) (7) Common Stock 5,645 (2) 0 I By ST NewcoGen LLC (1)
Series D Preferred Stock (2) 02/09/2011 C 38,083 (7) (7) Common Stock 22,848 (2) 0 I By AGTC Advisors Fund, L.P. (1)
Series D Preferred Stock (2) 02/09/2011 C 630,026 (7) (7) Common Stock 378,008 (2) 0 I By Applied Genomic Technology Capital Fund, L.P. (1)
Convertible Promissory Notes $7 02/09/2011 C $740,172 (8) (17) (9) Common Stock 112,077 (3) (17) 0 I By NewcoGen Group LLC (1)
Convertible Promissory Notes $7 02/09/2011 C $527,952 (8) (17) (9) Common Stock 79,942 (3) (17) 0 I By NewcoGen Equity Investors LLC (1)
Convertible Promissory Notes $7 02/09/2011 C $278,307 (8) (17) (9) Common Stock 42,140 (3) (17) 0 I By NewcoGen-Elan LLC (1)
Convertible Promissory Notes $7 02/09/2011 C $74,928 (8) (17) (9) Common Stock 11,344 (3) (17) 0 I By NewcoGen-Long Reign Holding LLC (1)
Convertible Promissory Notes $7 02/09/2011 C $303,399 (8) (17) (9) Common Stock 45,940 (3) (17) 0 I By NewcoGen-PE LLC (1)
Convertible Promissory Notes $7 02/09/2011 C $74,712 (8) (17) (9) Common Stock 11,312 (3) (17) 0 I By ST NewcoGen LLC (1)
Convertible Promissory Notes $7 02/09/2011 C $30 (8) (17) (9) Common Stock 3 (3) (17) 0 I By AGTC Advisors Fund, L.P. (1)
Convertible Promissory Notes $7 02/09/2011 C $300 (8) (17) (9) Common Stock 43 (3) (17) 0 I By Applied Genomic Technology Capital Fund, L.P. (1)
Warrants to Purchase Common Stock (10) $0.02 (11) 09/27/2010 P 46,142 (11) (12) 09/27/2020 Common Stock 46,142 (11) $0.02 (11) 46,142 (11) I See footnotes (1) (13)
Warrants to Purchase Common Stock (10) $0.02 (11) 11/04/2010 P 46,142 (11) (12) 11/04/2020 Common Stock 46,142 (11) $0.02 (11) 46,142 (11) I See footnotes (1) (14)
Convertible Promissory Notes (10) (17) 09/27/2010 P $666,600 (15) (17) (9) Common Stock (17) (17) 0 (17) I See footnotes (1) (15)
Convertible Promissory Notes (10) (17) 11/04/2010 P $666,600 (16) (17) (9) Common Stock (17) (17) 0 (17) I See footnotes (1) (16)
1. Name and Address of Reporting Person*
AFEYAN NOUBAR

(Last) (First) (Middle)
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KANIA EDWIN M JR

(Last) (First) (Middle)
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Flagship Ventures Management, Inc.

(Last) (First) (Middle)
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NewcoGen Group, Inc.

(Last) (First) (Middle)
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NEWCOGEN GROUP LLC

(Last) (First) (Middle)
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NEWCOGEN EQUITY INVESTORS LLC

(Last) (First) (Middle)
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NewcoGen Elan LLC

(Last) (First) (Middle)
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NewcoGen Long Reign Holding LLC

(Last) (First) (Middle)
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NewcoGen PE LLC

(Last) (First) (Middle)
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ST NewcoGen LLC

(Last) (First) (Middle)
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
Explanation of Responses:
1. NewcoGen Group, Inc. ("NG") is the manager of each of NewcoGen Group LLC ("NGG"), NewcoGen Equity Investors LLC ("NEI"), NewcoGen-Elan LLC ("NGE"), NewcoGen-Long Reign Holding LLC ("NGLRH"), NewcoGen-PE LLC ("NGP") and ST NewcoGen LLC ("STN", and together with NGG, NEI, NGE, NGLRH and NGP, the "NewcoGen Funds"). NG is also the general partner of AGTC Partners, L.P., which is the general partner of AGTC Advisors Fund, L.P. ("AGTCA") and Applied Genomic Technology Capital Fund L.P. ("AGTCF", and together with AGTCA, the "AGTC Funds"). NG is a wholly-owned subsidiary of Flagship Ventures Management, Inc. ("Flagship"). Noubar Afeyan and Edwin M. Kania, Jr. are directors of Flagship and may be deemed to beneficially own the securities held by the NewcoGen Funds and the AGTC Funds. Each of Messrs. Afeyan and Kania disclaim beneficial ownership of the securities except to the extent of his pecuniary interest therein.
2. The Preferred Stock automatically converted into Common Stock upon the closing of the Issuer's initial public offering pursuant to the Issuer's Restated Certificate of Incorporation, as amended, based on the conversion rate in effect at the time of conversion. The Series A Preferred Stock converted to Common Stock on an approximately 1-for-0.2804 basis and the Series D Preferred Stock converted to Common Stock on an approximately 1-for-0.6 basis.
3. Reflects the shares issued as a result of the automatic conversion of the outstanding principal and accrued and unpaid interest on the Convertible Notes (defined herein) through February 9, 2011, the closing date of the Issuer's initial public offering, into Common Stock upon the closing of the Issuer's initial public offering pursuant to the terms of the Convertible Notes.
4. Reflects shares purchased in the Issuer's initial public offering.
5. Noubar Afeyan and Edwin M. Kania, Jr. are managing members of OneLiberty Partners 2000, LLC, which is the general partner of OneLiberty Advisors Fund 2000 L.P. ("OLA") and OneLiberty Ventures 2000 L.P. ("OLV"), and may be deemed to beneficially own the securities held by OLA and OLV. Each of Messrs. Afeyan and Kania disclaim beneficial ownership of the securities except to the extent of his pecuniary interest therein.
6. Noubar Afeyan and Edwin M. Kania, Jr. are managers of Flagship Ventures 2007 General Partner, LLC, which 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. Each of Messrs. Afeyan and Kania disclaim beneficial ownership of the securities except to the extent of his pecuniary interest therein.
7. The Series A Preferred Stock and the Series D Preferred Stock automatically converted into shares of Common Stock upon consummation of the Issuer's initial public offering and had no expiration date.
8. Reflects the aggregate principal amount of convertible promissory notes (the "Convertible Notes") dated March 30, 2010, September 27, 2010 and November 4, 2010.
9. Not applicable.
10. This transaction, which occurred prior to the Issuer's initial public offering of Common Stock, is being reported as required by Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended.
11. Reflects the 1-for-1.6667 reverse stock split effected on November 29, 2010 in connection with the Issuer's initial public offering, pursuant to which (i) the number of shares of Common Stock underlying the warrants was divided by 1.6667 and (ii) the exercise price of the warrants was multipled by 1.6667.
12. The warrants became exercisable upon the closing of the Issuer's initial public offering.
13. Consists of the following shares of the Issuer's Common Stock underlying the warrants held by the following entities: 17,080 shares by NewcoGen Group LLC, 12,182 shares by NewcoGen Equity Investors LLC, 6,422 shares by NewcoGen-Elan LLC, 1,728 shares by NewcoGen-Long Reign Holding LLC, 7,001 shares by NewcoGen-PE LLC, 1,723 shares by ST NewcoGen LLC, 6 shares by Applied Genomic Technology Capital Fund, L.P. and 0 shares by AGTC Advisors Fund, L.P.
14. Consists of the following shares of the Issuer's Common Stock underlying the warrants held by the following entities: 17,080 shares by NewcoGen Group LLC, 12,182 shares by NewcoGen Equity Investors LLC, 6,422 shares by NewcoGen-Elan LLC, 1,728 shares by NewcoGen-Long Reign Holding LLC, 7,001 shares by NewcoGen-PE LLC, 1,723 shares by ST NewcoGen LLC, 6 shares by Applied Genomic Technology Capital Fund, L.P. and 0 shares by AGTC Advisors Fund, L.P.
15. Consists of the aggregate principal amount of the Convertible Notes dated September 27, 2010 in the following principal amounts held by the following entities: $100 by Applied Genomic Technology Capital Fund, L.P., $10 by AGTC Advisors Fund, L.P., $246,724 by NewcoGen Group LLC, $175,984 by NewcoGen Equity Investors LLC, $24,976 by NewcoGen-Long Reign Holding LLC, $101,133 by NewcoGen-PE LLC, $92,769 by NewcoGen-Elan LLC and $24,904 by ST NewcoGen LLC.
16. Consists of the aggregate principal amount of the Convertible Notes dated November 4, 2010 in the following principal amounts held by the following entities: $100 by Applied Genomic Technology Capital Fund, L.P., $10 by AGTC Advisors Fund, L.P., $246,724 by NewcoGen Group LLC, $175,984 by NewcoGen Equity Investors LLC, $24,976 by NewcoGen-Long Reign Holding LLC, $101,133 by NewcoGen-PE LLC, $92,769 by NewcoGen-Elan LLC and $24,904 by ST NewcoGen LLC.
17. The outstanding principal and accrued and unpaid interest on the Convertible Notes automatically converted into Common Stock upon the closing of the Issuer's initial public offering at $7.00 per share pursuant to the terms of the Convertible Notes.
Remarks:
An additional Form 4 (the "Additional Form 4") is being filed on the date hereof by AGTC Partners, L.P., Applied Genomic Technology Capital Fund, L.P., and AGTC Advisors Fund, L.P. (the "Additional Reporting Owners") because the number of reporting owners allowed to be included in a joint filing on Form 4 is limited to ten. Please note that the transactions by the Additional Reporting Owners reflected in the Additional Form 4 are also reflected on this Form 4. (1 of 2)
/s/ John P. Condon, Attorney-in-fact for Noubar Afeyan 02/11/2011
/s/ John P. Condon, Attorney-in-fact for Edwin M. Kania, Jr. 02/11/2011
/s/ John P. Condon, Attorney-in-fact for Flagship Ventures Management, Inc. 02/11/2011
/s/ John P. Condon, Attorney-in-fact for NewcoGen Group, Inc. 02/11/2011
/s/ John P. Condon, Attorney-in-fact for NewcoGen Group LLC 02/11/2011
/s/ John P. Condon, Attorney-in-fact for NewcoGen Equity Investors LLC 02/11/2011
/s/ John P. Condon, Attorney-in-fact for NewcoGen-Elan LLC 02/11/2011
/s/ John P. Condon, Attorney-in-fact for NewcoGen-Long Reign Holding LLC 02/11/2011
/s/ John P. Condon, Attorney-in-fact for NewcoGen-PE LLC 02/11/2011
/s/ John P. Condon, Attorney-in-fact for ST NewcoGen LLC 02/11/2011
** Signature of Reporting Person Date
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