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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BG Medicine, Inc. [ BGMD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/09/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 12/09/2014 | S | 6,301 | D | $0.36 | 23,940 | I | Held by OneLiberty Advisors Fund IV, L.P.(1) | ||
Common Stock | 12/10/2014 | S | 5,472 | D | $0.32 | 18,468 | I | Held by OneLiberty Advisors Fund IV, L.P.(1) | ||
Common Stock | 12/11/2014 | S | 18,468 | D | $0.3 | 0 | I | Held by OneLiberty Advisors Fund IV, L.P.(1) | ||
Common Stock | 12/09/2014 | S | 125,789 | D | $0.36 | 478,360 | I | Held by OneLiberty Fund IV, L.P.(1) | ||
Common Stock | 12/10/2014 | S | 109,248 | D | $0.32 | 369,112 | I | Held by OneLiberty Fund IV, L.P.(1) | ||
Common Stock | 12/11/2014 | S | 369,112 | D | $0.3 | 0 | I | Held by OneLiberty Fund IV, L.P.(1) | ||
Common Stock | 215,013 | I | Held by AGTC Advisors Fund, L.P.(2) | |||||||
Common Stock | 2,851,447 | I | Held by Applied Genomic Technology Capital Fund, L.P.(2) | |||||||
Common Stock | 1,764,286 | I | Held by Flagship Ventures Fund 2007, L.P.(3) | |||||||
Common Stock | 4,232 | I | Held by OneLiberty Advisors Fund 2000 L.P.(4) | |||||||
Common Stock | 80,424 | I | Held by OneLiberty Ventures 2000 L.P.(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. Edwin M. Kania, Jr. is a managing member of OneLiberty Partners IV LLC, which is the general partner of OneLiberty Advisors IV, L.P. ("OLA IV") and OneLiberty Fund IV, L.P. ("OLF IV"), and may be deemed to beneficially own the securities held by OLA IV and OLF IV. Mr. Kania disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
2. NewcoGen Group, Inc. ("NG") is 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"). Edwin M. Kania, Jr. is a director of Flagship and may be deemed to beneficially own the securities held by the AGTC Funds. Mr. Kania disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
3. Edwin M. Kania, Jr. is a manager 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. Mr. Kania disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
4. Edwin M. Kania, Jr. is a managing member 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. Mr. Kania disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
/s/ Edwin M. Kania, Jr. | 12/11/2014 | |
** 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 4 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |