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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1. Name and Address of Reporting Person*
PAPADOPOULOS STELIOS

(Last) (First) (Middle)
C/O BG MEDICINE, INC.
610 LINCOLN STREET NORTH

(Street)
WALTHAM MA 02451

(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 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/29/2011
4. 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 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 11/29/2011 X 93,455 A $0.03 880,630 D
Common Stock 11/29/2011 S (1) 700 D $4.01 (2) 879,930 D
Common Stock 11/29/2011 X 20,767 A $0.03 900,697 D
Common Stock 11/29/2011 S (3) 156 D $4.01 (2) 900,541 D
Common Stock 11/29/2011 X 1,833 A $0.03 902,374 D
Common Stock 11/29/2011 S (4) 14 D $4.01 (2) 902,360 D
Common Stock 11/29/2011 X 1,833 A $0.03 904,193 D
Common Stock 11/29/2011 S (5) 14 D $4.01 (2) 904,179 D
Common Stock 11/29/2011 X 1,833 A $0.03 906,012 D
Common Stock 11/29/2011 S (6) 14 D $4.01 (2) 905,998 D
Common Stock 11/29/2011 X 1,833 A $0.03 907,831 D
Common Stock 11/29/2011 S (7) 14 D $4.01 (2) 907,817 D
Common Stock 11/29/2011 X 3,667 A $0.03 911,484 D
Common Stock 11/29/2011 S (8) 28 D $4.01 (2) 911,456 D
Common Stock 11/29/2011 X 1,833 A $0.03 913,289 D
Common Stock 11/29/2011 S (9) 14 D $4.01 (2) 913,275 D
Common Stock 11/29/2011 X 7,243 A $0.02 920,518 D
Common Stock 11/29/2011 S (10) 37 D $4.01 (2) 920,481 D
Common Stock 11/29/2011 X 5,773 A $0.02 926,254 D
Common Stock 11/29/2011 S (11) 29 D $4.01 (2) 926,225 D
Common Stock 11/29/2011 X 5,773 A $0.02 931,998 D
Common Stock 11/29/2011 S (12) 29 D $4.01 (2) 931,969 D
Common Stock 11/29/2011 X 5,773 A $0.02 937,742 D
Common Stock 11/29/2011 S (13) 29 D $4.01 (2) 937,713 D
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) $0.03 11/29/2011 X 93,455 (14) 07/28/2015 Common Stock 93,455 $0 0 D
Warrant to Purchase Common Stock (right to buy) $0.03 11/29/2011 X 20,767 (14) 07/28/2015 Common Stock 20,767 $0 0 D
Warrant to Purchase Common Stock (right to buy) $0.03 11/29/2011 X 1,833 (14) 09/08/2015 Common Stock 1,833 $0 0 D
Warrant to Purchase Common Stock (right to buy) $0.03 11/29/2011 X 1,833 (14) 09/28/2015 Common Stock 1,833 $0 0 D
Warrant to Purchase Common Stock (right to buy) $0.03 11/29/2011 X 1,833 (14) 11/14/2015 Common Stock 1,833 $0 0 D
Warrant to Purchase Common Stock (right to buy) $0.03 11/29/2011 X 1,833 (14) 12/15/2015 Common Stock 1,833 $0 0 D
Warrant to Purchase Common Stock (right to buy) $0.03 11/29/2011 X 3,667 (14) 03/10/2016 Common Stock 3,667 $0 0 D
Warrant to Purchase Common Stock (right to buy) $0.03 11/29/2011 X 1,833 (14) 07/10/2016 Common Stock 1,833 $0 0 D
Warrant to Purchase Common Stock (right to buy) $0.02 11/29/2011 X 7,243 (14) 03/28/2018 Common Stock 7,243 $0 0 D
Warrant to Purchase Common Stock (right to buy) $0.02 11/29/2011 X 5,773 (14) 03/30/2020 Common Stock 5,773 $0 0 D
Warrant to Purchase Common Stock (right to buy) $0.02 11/29/2011 X 5,773 (14) 09/27/2020 Common Stock 5,773 $0 0 D
Warrant to Purchase Common Stock (right to buy) $0.02 11/29/2011 X 5,773 (14) 11/04/2020 Common Stock 5,773 $0 0 D
Explanation of Responses:
1. On November 29, 2011, the reporting person exercised a warrant to purchase 93,455 shares of Common Stock for $0.03 per share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 700 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 92,755 shares. The reporting person is holding the shares.
2. The price reflects the average of the closing prices of the Common Stock over the five day period prior to the exercise date.
3. On November 29, 2011, the reporting person exercised a warrant to purchase 20,767 shares of Common Stock for $0.03 per share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 156 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 20,611 shares. The reporting person is holding the shares.
4. On November 29, 2011, the reporting person exercised a warrant to purchase 1,833 shares of Common Stock for $0.03 per share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 14 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 1,819 shares. The reporting person is holding the shares.
5. On November 29, 2011, the reporting person exercised a warrant to purchase 1,833 shares of Common Stock for $0.03 per share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 14 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 1,819 shares. The reporting person is holding the shares.
6. On November 29, 2011, the reporting person exercised a warrant to purchase 1,833 shares of Common Stock for $0.03 per share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 14 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 1,819 shares. The reporting person is holding the shares.
7. On November 29, 2011, the reporting person exercised a warrant to purchase 1,833 shares of Common Stock for $0.03 per share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 14 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 1,819 shares. The reporting person is holding the shares.
8. On November 29, 2011, the reporting person exercised a warrant to purchase 3,667 shares of Common Stock for $0.03 per share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 28 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 3,639 shares. The reporting person is holding the shares.
9. On November 29, 2011, the reporting person exercised a warrant to purchase 1,833 shares of Common Stock for $0.03 per share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 14 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 1,819 shares. The reporting person is holding the shares.
10. On November 29, 2011, the reporting person exercised a warrant to purchase 7,243 shares of Common Stock for $0.02 per share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 37 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 7,206 shares. The reporting person is holding the shares.
11. On November 29, 2011, the reporting person exercised a warrant to purchase 5,773 shares of Common Stock for $0.02 per share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 29 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 5,744 shares. The reporting person is holding the shares.
12. On November 29, 2011, the reporting person exercised a warrant to purchase 5,773 shares of Common Stock for $0.02 per share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 29 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 5,744 shares. The reporting person is holding the shares.
13. On November 29, 2011, the reporting person exercised a warrant to purchase 5,773 shares of Common Stock for $0.02 per share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 29 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 5,744 shares. The reporting person is holding the shares.
14. This warrant is immediately exercisable.
/s/ John P. Condon, Attorney-in-fact 12/01/2011
** 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).
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