SEC FORM 4

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

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)
05/21/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/21/2012		X		2,497	A	$0.03	107,425	I	By NewcoGen-PE LLC⁽¹⁾
Common Stock	05/21/2012		S⁽²⁾		19	D	$3.95⁽³⁾	107,406	I	By NewcoGen-PE LLC⁽¹⁾
Common Stock	05/21/2012		X		2,580	A	$0.02	109,986	I	By NewcoGen-PE LLC⁽¹⁾
Common Stock	05/21/2012		S⁽⁴⁾		14	D	$3.95⁽³⁾	109,972	I	By NewcoGen-PE LLC⁽¹⁾
Common Stock	05/21/2012		X		7,001	A	$0.02	116,973	I	By NewcoGen-PE LLC⁽¹⁾
Common Stock	05/21/2012		S⁽⁵⁾		36	D	$3.95⁽³⁾	116,937	I	By NewcoGen-PE LLC⁽¹⁾
Common Stock	05/21/2012		X		7,001	A	$0.02	123,938	I	By NewcoGen-PE LLC⁽¹⁾
Common Stock	05/21/2012		S⁽⁶⁾		36	D	$3.95⁽³⁾	123,902	I	By NewcoGen-PE LLC⁽¹⁾
Common Stock	05/21/2012		X		7,001	A	$0.02	130,903	I	By NewcoGen-PE LLC⁽¹⁾
Common Stock	05/21/2012		S⁽⁷⁾		36	D	$3.95⁽³⁾	130,867	I	By NewcoGen-PE LLC⁽¹⁾
Common Stock	05/23/2012		J⁽⁸⁾		130,867	D	$0	0	I	By NewcoGen-PE LLC⁽¹⁾
Common Stock								526,560	I	By NewcoGen Equity Investors LLC⁽¹⁾
Common Stock								276,600	I	By NewcoGen-Elan LLC⁽¹⁾
Common Stock								92,294	I	By NewcoGen-Long Reign Holding LLC⁽¹⁾
Common Stock								92,126	I	By ST NewcoGen LLC⁽¹⁾
Common Stock								140,013	I	By AGTC Advisors Fund, L.P.⁽¹⁾
Common Stock								2,351,447	I	By Applied Genomic Technology Capital Fund, L.P.⁽¹⁾
Common Stock								2,184,800	I	By NewcoGen Group LLC⁽¹⁾
Common Stock								4,232	I	By OneLiberty Advisors Fund 2000 L.P.⁽⁹⁾
Common Stock								80,424	I	By OneLiberty Ventures 2000 L.P.⁽⁹⁾
Common Stock								714,286	I	By Flagship Ventures Fund 2007, L.P.⁽¹⁰⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant to Purchase Common Stock (right to buy)	$0.03	05/21/2012		X			2,497	⁽¹¹⁾	07/10/2016	Common Stock	2,497	$0	0	I	By NewcoGen-PE LLC⁽¹⁾
Warrant to Purchase Common Stock (right to buy)	$0.02	05/21/2012		X			2,580	⁽¹¹⁾	03/28/2018	Common Stock	2,580	$0	0	I	By NewcoGen-PE LLC⁽¹⁾
Warrant to Purchase Common Stock (right to buy)	$0.02	05/21/2012		X			7,001	⁽¹¹⁾	03/30/2020	Common Stock	7,001	$0	0	I	By NewcoGen-PE LLC⁽¹⁾
Warrant to Purchase Common Stock (right to buy)	$0.02	05/21/2012		X			7,001	⁽¹¹⁾	09/27/2020	Common Stock	7,001	$0	0	I	By NewcoGen-PE LLC⁽¹⁾
Warrant to Purchase Common Stock (right to buy)	$0.02	05/21/2012		X			7,001	⁽¹¹⁾	12/04/2020	Common Stock	7,001	$0	0	I	By NewcoGen-PE 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

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 PE LLC

(Last)

(First)

(Middle)

C/O FLAGSHIP VENTURES

ONE MEMORIAL DRIVE, 7TH FLOOR

(Street)

CAMBRIDGE

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

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

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

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"), 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. On May 21, 2012, NGP exercised a warrant to purchase 2,497 shares of Common Stock for $0.03 per share. NGP exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 19 of the warrant shares to pay the exercise price and issuing to NGP the remaining 2,478 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 May 21, 2012, NGP exercised a warrant to purchase 2,580 shares of Common Stock for $0.02 per share. NGP exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 14 of the warrant shares to pay the exercise price and issuing to NGP the remaining 2,566 shares.

5. On May 21, 2012, NGP exercised a warrant to purchase 7,001 shares of Common Stock for $0.02 per share. NGP exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 36 of the warrant shares to pay the exercise price and issuing to NGP the remaining 6,965 shares.

6. On May 21, 2012, NGP exercised a warrant to purchase 7,001 shares of Common Stock for $0.02 per share. NGP exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 36 of the warrant shares to pay the exercise price and issuing to NGP the remaining 6,965 shares.

7. On May 21, 2012, NGP exercised a warrant to purchase 7,001 shares of Common Stock for $0.02 per share. NGP exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 36 of the warrant shares to pay the exercise price and issuing to NGP the remaining 6,965 shares.

8. In addition to the cashless exercises of the warrants reported above, this Form 4 is being filed to report an in-kind distribution for no consideration by NGP 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 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.

10. 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.

11. This warrant is immediately exercisable.

	/s/ Linda Rockett, Attorney-in-fact for Noubar Afeyan	05/23/2012
	/s/ Linda Rockett, Attorney-in-fact for NewcoGen-PE LLC	05/23/2012
	/s/ Linda Rockett, Attorney-in-fact for Edwin M. Kania, Jr.	05/23/2012
	/s/ Linda Rockett, Attorney-in-fact for Flagship Ventures Management, Inc.	05/23/2012
	/s/ Linda Rockett, Attorney-in-fact for NewcoGen Group, Inc.	05/23/2012
	** Signature of Reporting Person	Date
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