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)
07/27/2015

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⁽¹⁾	07/27/2015		X⁽²⁾		53,857	A	$0.14	766,720	I	Held by Applied Genomic Technology Capital Fund, L.P.⁽³⁾
Common Stock⁽¹⁾	07/27/2015		S⁽²⁾		3,390	D	$2.27⁽⁴⁾	763,330	I	Held by Applied Genomic Technology Capital Fund, L.P.⁽³⁾
Common Stock⁽¹⁾	07/27/2015		X⁽⁵⁾		4,205	A	$0.14	767,535	I	Held by Applied Genomic Technology Capital Fund, L.P.⁽³⁾
Common Stock⁽¹⁾	07/27/2015		S⁽⁵⁾		265	D	$2.27⁽⁴⁾	767,270	I	Held by Applied Genomic Technology Capital Fund, L.P.⁽³⁾
Common Stock⁽¹⁾	07/27/2015		X⁽⁶⁾		4,205	A	$0.14	771,475	I	Held by Applied Genomic Technology Capital Fund, L.P.⁽³⁾
Common Stock⁽¹⁾	07/27/2015		S⁽⁶⁾		265	D	$2.27⁽⁴⁾	771,210	I	Held by Applied Genomic Technology Capital Fund, L.P.⁽³⁾
Common Stock⁽¹⁾	07/27/2015		X⁽⁷⁾		4,205	A	$0.14	775,415	I	Held by Applied Genomic Technology Capital Fund, L.P.⁽³⁾
Common Stock⁽¹⁾	07/27/2015		S⁽⁷⁾		265	D	$2.27⁽⁴⁾	775,150	I	Held by Applied Genomic Technology Capital Fund, L.P.⁽³⁾
Common Stock⁽¹⁾	07/27/2015		X⁽⁸⁾		4,205	A	$0.14	779,355	I	Held by Applied Genomic Technology Capital Fund, L.P.⁽³⁾
Common Stock⁽¹⁾	07/27/2015		S⁽⁸⁾		265	D	$2.27⁽⁴⁾	779,090	I	Held by Applied Genomic Technology Capital Fund, L.P.⁽³⁾
Common Stock⁽¹⁾	07/27/2015		X⁽⁹⁾		8,410	A	$0.14	787,500	I	Held by Applied Genomic Technology Capital Fund, L.P.⁽³⁾
Common Stock⁽¹⁾	07/27/2015		S⁽⁹⁾		530	D	$2.27⁽⁴⁾	786,970	I	Held by Applied Genomic Technology Capital Fund, L.P.⁽³⁾
Common Stock⁽¹⁾								43,930	D
Common Stock⁽¹⁾								53,754	I	Held by AGTC Advisors Fund, L.P.⁽³⁾
Common Stock⁽¹⁾								2,508	I	Held by Atlast LP⁽¹⁰⁾
Common Stock⁽¹⁾								441,072	I	Held by Flagship Ventures Fund 2007, L.P.⁽¹¹⁾

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)⁽¹⁾	$0.14	07/27/2015		X			53,857	⁽¹²⁾	07/28/2015	Common Stock	53,857	$0	0	I	Held by Applied Genomic Technology Capital Fund, L.P.⁽³⁾
Warrant to Purchase Common Stock (right to buy)⁽¹⁾	$0.14	07/27/2015		X			4,205	⁽¹²⁾	09/08/2015	Common Stock	4,205	$0	0	I	Held by Applied Genomic Technology Capital Fund, L.P.⁽³⁾
Warrant to Purchase Common Stock (right to buy)⁽¹⁾	$0.14	07/27/2015		X			4,205	⁽¹²⁾	09/28/2015	Common Stock	4,205	$0	0	I	Held by Applied Genomic Technology Capital Fund, L.P.⁽³⁾
Warrant to Purchase Common Stock (right to buy)⁽¹⁾	$0.14	07/27/2015		X			4,205	⁽¹²⁾	11/14/2015	Common Stock	4,205	$0	0	I	Held by Applied Genomic Technology Capital Fund, L.P.⁽³⁾
Warrant to Purchase Common Stock (right to buy)⁽¹⁾	$0.14	07/27/2015		X			4,205	⁽¹²⁾	12/15/2015	Common Stock	4,205	$0	0	I	Held by Applied Genomic Technology Capital Fund, L.P.⁽³⁾
Warrant to Purchase Common Stock (right to buy)⁽¹⁾	$0.14	07/27/2015		X			8,410	⁽¹²⁾	03/10/2016	Common Stock	8,410	$0	0	I	Held by Applied Genomic Technology Capital Fund, L.P.⁽³⁾

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^*

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)

1. Name and Address of Reporting Person^*

Applied Genomic Technology Capital Fund LP

(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^*

AGTC Partners, L.P.

(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. Share and price per share amounts have been adjusted to reflect a 1-for-4 reverse split of the Issuer's common stock on July 8, 2015.

2. On July 27, 2015, Applied Genomic Technology Capital Fund, L.P. ("AGTCF") exercised warrants to purchase 53,857 shares of Common Stock for $0.14 per share. AGTCF exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 3,390 of the warrant shares to pay the exercise price and issuing to AGTCF the remaining 50,467 shares.

3. NewcoGen Group, Inc. ("NG") is the general partner of AGTC Partners, L.P., which is the general partner of AGTCF and AGTC Advisors Fund, L.P. ("AGTCA", and together with AGTCF, the "AGTC Funds"). NG is a wholly-owned subsidiary of Flagship Ventures Management, Inc. ("Flagship"). Noubar B. Afeyan, Ph.D. is the director of Flagship and may be deemed to beneficially own the securities held by the AGTC Funds. Dr. Afeyan disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

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

5. On July 27, 2015, AGTCF exercised warrants to purchase 4,205 shares of Common Stock for $0.14 per share. AGTCF exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 265 of the warrant shares to pay the exercise price and issuing to AGTCF the remaining 3,940 shares.

6. On July 27, 2015, AGTCF exercised warrants to purchase 4,205 shares of Common Stock for $0.14 per share. AGTCF exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 265 of the warrant shares to pay the exercise price and issuing to AGTCF the remaining 3,940 shares.

7. On July 27, 2015, AGTCF exercised warrants to purchase 4,205 shares of Common Stock for $0.14 per share. AGTCF exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 265 of the warrant shares to pay the exercise price and issuing to AGTCF the remaining 3,940 shares.

8. On July 27, 2015, AGTCF exercised warrants to purchase 4,205 shares of Common Stock for $0.14 per share. AGTCF exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 265 of the warrant shares to pay the exercise price and issuing to AGTCF the remaining 3,940 shares.

9. On July 27, 2015, AGTCF exercised warrants to purchase 8,410 shares of Common Stock for $0.14 per share. AGTCF exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 530 of the warrant shares to pay the exercise price and issuing to AGTCF the remaining 7,880 shares.

10. Noubar B. Afeyan, Ph.D. is the general partner of Atlast LP and may be deemed to beneficially own the securities held by Atlast LP. Dr. Afeyan disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

11. Noubar B. Afeyan, Ph.D. 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 Dr. Afeyan and Mr. Kania disclaim beneficial ownership of the securities except to the extent of his pecuniary interest therein.

12. This warrant is immediately exercisable.

	/s/ Noubar B. Afeyan, Ph.D.	07/29/2015
	/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for Flagship Ventures Management, Inc.	07/29/2015
	/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for NewcoGen Group, Inc.	07/29/2015
	/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for Applied Genomic Technology Capital Fund, L.P.	07/29/2015
	/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for AGTC Partners, L.P.	07/29/2015
	** Signature of Reporting Person	Date
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