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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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) 12/03/2014
	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	12/03/2014		X		499	A	$0.04	92,793	I	Held by NewcoGen-Long Reign Holding LLC(1)
Common Stock	12/03/2014		S(2)		39	D	$0.46(3)	92,754	I	Held by NewcoGen-Long Reign Holding LLC(1)
Common Stock	12/03/2014		X		850	A	$0.02	93,604	I	Held by NewcoGen-Long Reign Holding LLC(1)
Common Stock	12/03/2014		S(4)		32	D	$0.46(3)	93,572	I	Held by NewcoGen-Long Reign Holding LLC(1)
Common Stock	12/03/2014		X		1,729	A	$0.02	95,301	I	Held by NewcoGen-Long Reign Holding LLC(1)
Common Stock	12/03/2014		S(5)		63	D	$0.46(3)	95,238	I	Held by NewcoGen-Long Reign Holding LLC(1)
Common Stock	12/03/2014		X		1,729	A	$0.02	96,967	I	Held by NewcoGen-Long Reign Holding LLC(1)
Common Stock	12/03/2014		S(6)		63	D	$0.46(3)	96,904	I	Held by NewcoGen-Long Reign Holding LLC(1)
Common Stock	12/03/2014		X		1,729	A	$0.02	98,633	I	Held by NewcoGen-Long Reign Holding LLC(1)
Common Stock	12/03/2014		S(7)		63	D	$0.46(3)	98,570	I	Held by NewcoGen-Long Reign Holding LLC(1)
Common Stock	12/04/2014		J(8)		98,570	D	$0	0	I	Held by NewcoGen-Long Reign Holding LLC(1)
Common Stock								2,434,800	I	Held by NewcoGen Group LLC(1)
Common Stock								651,560	I	Held by NewcoGen Equity Investors LLC(1)
Common Stock								215,013	I	Held by AGTC Advisors Fund, L.P.(1)
Common Stock								2,851,447	I	Held by Applied Genomic Technology Capital Fund, L.P.(1)
Common Stock								1,764,286	I	Held by Flagship Ventures Fund 2007, L.P.(9)

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
Warrant to Purchase Common Stock (right to buy)	$0.04	12/03/2014		X			499	(10)	07/10/2016	Common Stock	499	$0	0	I	Held by NewcoGen-Long Reign Holding LLC(1)
Warrant to Purchase Common Stock (right to buy)	$0.02	12/03/2014		X			850	(10)	03/28/2018	Common Stock	850	$0	0	I	Held by NewcoGen-Long Reign Holding LLC(1)
Warrant to Purchase Common Stock (right to buy)	$0.02	12/03/2014		X			1,729	(10)	03/30/2020	Common Stock	1,729	$0	0	I	Held by NewcoGen-Long Reign Holding LLC(1)
Warrant to Purchase Common Stock (right to buy)	$0.02	12/03/2014		X			1,729	(10)	09/27/2020	Common Stock	1,729	$0	0	I	Held by NewcoGen-Long Reign Holding LLC(1)
Warrant to Purchase Common Stock (right to buy)	$0.02	12/03/2014		X			1,729	(10)	11/04/2020	Common Stock	1,729	$0	0	I	Held by NewcoGen-Long Reign Holding LLC(1)

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) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. NewcoGen Group, Inc. ("NG") is the manager of each of NewcoGen Group LLC ("NGG"), NewcoGen Equity Investors LLC ("NEI") and NewcoGen-Long Reign Holding LLC ("NGLRH", and together with NGG and NEI, 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. On December 3, 2014, NGLRH exercised a warrant to purchase 499 shares of Common Stock for $0.04 per share. NGLRH exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 39 of the warrant shares to pay the exercise price and issuing to NGLRH the remaining 460 shares.

3. The price reflects the average of the closing prices of the Common Stock over the five day period prior to the exercise date.

4. On December 3, 2014, NGLRH exercised a warrant to purchase 850 shares of Common Stock for $0.02 per share. NGLRH exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 32 of the warrant shares to pay the exercise price and issuing to NGLRH the remaining 818 shares.

5. On December 3, 2014, NGLRH exercised a warrant to purchase 1,729 shares of Common Stock for $0.02 per share. NGLRH exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 63 of the warrant shares to pay the exercise price and issuing to NGLRH the remaining 1,666 shares.

6. On December 3, 2014, NGLRH exercised a warrant to purchase 1,729 shares of Common Stock for $0.02 per share. NGLRH exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 63 of the warrant shares to pay the exercise price and issuing to NGLRH the remaining 1,666 shares.

7. On December 3, 2014, NGLRH exercised a warrant to purchase 1,729 shares of Common Stock for $0.02 per share. NGLRH exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 63 of the warrant shares to pay the exercise price and issuing to NGLRH the remaining 1,666 shares.

8. In addition to the cashless exercises of the warrants reported above, this Form 4 is being filed to report a pro-rata distribution by NGLRH for no consideration to its sole member. The beneficial ownership of the entities named in this Form 4, other than the Reporting Persons filing this Form 4, did not change as a result of this transaction.

9. 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.

10. This warrant is immediately exercisable.

	/s/ Noubar Afeyan	12/05/2014
	/s/ Noubar Afeyan, Authorized Signatory for NewcoGen-Long Reign Holding LLC	12/05/2014
	/s/ Edwin M. Kania, Jr.	12/05/2014
	/s/ Noubar Afeyan, Authorized Signatory for Flagship Ventures Management, Inc.	12/05/2014
	/s/ Noubar Afeyan, Authorized Signatory for NewcoGen Group, Inc.	12/05/2014
	** Signature of Reporting Person	Date
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