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^*

Westphal Christoph H

(Last)

(First)

(Middle)

C/O OVASCIENCE, INC.

215 FIRST ST., SUITE 240

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/11/2012

3. Issuer Name and Ticker or Trading Symbol
OvaScience, Inc. [ OVAS ]

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

X	Director	X	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	701,927	D

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 A Preferred Shares	⁽¹⁾	⁽¹⁾	Common Stock	3,000,000⁽²⁾	⁽¹⁾	I	by Longwood Fund, LP
Series B Preferred Shares	⁽³⁾	⁽³⁾	Common Stock	1,818,181⁽²⁾	⁽³⁾	I	by Longwood Fund, LP

Explanation of Responses:

1. Pursuant to the Company's certificate of incorporation, each share of Series A preferred stock will automatically convert to common stock on a one-for-2.023 basis upon the earliest to occur of (i) the closing of a qualifying sale of the Company's common stock in an underwritten public offering pursuant to an effective registration statement under the Securities Act (a "Qualified IPO"); (ii) the closing of certain qualifying transactions (a "Qualifying Transaction"); (iii) the date on which a registration statement on Form S-1 registering for resale by stockholders of the Company certain shares of the common stock of the Company becomes effective (a "Qualifying Resale S-1"); and (iv) the date and time, or the occurrence of certain events, specified by vote or written consent of the requisite stockholders (a "Qualifying Consent"). The shares of Series A preferred stock have no expiration date.

2. Longwood Fund GP, LLC is the ultimate general partner of the Longwood Fund, LP. Voting and investment power with respect to the shares held in Longwood Fund, LP are vested in Richard Aldrich, Michelle Dipp, M.D., Ph.D. and Christoph Westphal, M.D., Ph.D. (collectively the "Managers"), the managers of the Longwood Fund GP, LLC. Each of the Managers disclaim beneficial ownership of the Longwood Fund shares, except in their respective pecuniary interest therein, and the inclusion of the shares in the report shall not be deemed an admission of beneficial ownership of the shares for purposes of Section 16 or any other purpose.

3. Pursuant to the Company's certificate of incorporation, each share of Series B preferred stock will automatically convert to common stock on a one-for-one basis upon the earliest to occur of (i) the closing of a Qualified IPO; (ii) the closing of a Qualifying Transaction; (iii) the date on which a Qualifying Resale S-1 becomes effective; and (iv) the date and time, or the occurrence of certain events, specified in a Qualifying Consent. The shares of Series B preferred stock have no expiration date.

	/c/ Michael Flanagan, Attorney-in-Fact for Christoph H. Westphal	06/11/2012
	** 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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