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*
AGTC Partners, L.P.

(Last) (First) (Middle)
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2011
3. Issuer Name and Ticker or Trading Symbol
BG Medicine, Inc. [ BGMD ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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)
Form filed by One Reporting Person
X 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)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) (2) Common Stock 1,804,844 (3) I See footnotes (4) (5)
Series D Preferred Stock (1) (2) Common Stock 400,856 (6) I See footnotes (4) (7)
Warrants to Purchase Common Stock (8) 07/28/2015 Common Stock 228,445 (9) 0.03 (9) I See footnotes (4) (10)
Warrants to Purchase Common Stock (8) 09/08/2015 Common Stock 17,834 (9) 0.03 (9) I See footnotes (4) (11)
Warrants to Purchase Common Stock (8) 09/28/2015 Common Stock 17,834 (9) 0.03 (9) I See footnotes (4) (12)
Warrants to Purchase Common Stock (8) 11/14/2015 Common Stock 17,834 (9) 0.03 (9) I See footnotes (4) (13)
Warrants to Purchase Common Stock (8) 12/15/2015 Common Stock 17,834 (9) 0.03 (9) I See footnotes (4) (14)
Warrants to Purchase Common Stock (8) 03/10/2016 Common Stock 35,669 (9) 0.03 (9) I See footnotes (4) (15)
Warrants to Purchase Common Stock (8) 03/28/2018 Common Stock 60,201 (9) 0.02 (9) I See footnotes (4) (16)
Warrant to Purchase Common Stock (17) 03/30/2020 Common Stock 6 (9) 0.02 (9) I See footnotes (4) (18)
Warrant to Purchase Common Stock (17) 09/27/2020 Common Stock 6 (9) 0.02 (9) I See footnotes (4) (18)
Warrant to Purchase Common Stock (17) 11/04/2020 Common Stock 6 (9) 0.02 (9) I See footnotes (4) (18)
Convertible Promissory Notes (19) (20) (21) Common Stock 43 7 (19) I See footnotes (4) (20)
Convertible Promissory Notes (19) (22) (21) Common Stock 3 7 (19) I See footnotes (4) (22)
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 MA 02142

(City) (State) (Zip)
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 MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AGTC ADVISORS FUND LP

(Last) (First) (Middle)
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
Explanation of Responses:
1. These shares are convertible into the Issuer's common stock in accordance with the Issuer's Restated Certificate of Incorporation, as amended, at any time after the issuance of such shares, at the holder's election.
2. Not applicable.
3. The shares of preferred stock shall convert into common stock upon the closing of the Issuer's initial public offering using a calculation defined in the Issuer's Restated Certificate of Incorporation, as amended, based on the initial purchase price and the conversion rate in effect at the time of conversion. The Series A Preferred Stock will convert on a 1-for-0.2804 basis and such conversion rate is reflected in the amount of common stock underlying the security.
4. AGTC Partners, L.P. is general partner of AGTC Advisors Fund, L.P. and Applied Genomic Technology Capital Fund L.P.
5. Consists of the following shares of the Issuer's common stock into which the Series A Preferred Stock held by the following entities are convertible: 102,877 shares by AGTC Advisors Fund, L.P. and 1,701,967 shares by Applied Genomic Technology Capital Fund, L.P.
6. The shares of preferred stock shall convert into common stock upon the closing of the Issuer's initial public offering using a calculation defined in the Issuer's Restated Certificate of Incorporation, as amended, based on the initial purchase price and the conversion rate in effect at the time of conversion. The Series D Preferred Stock will convert on a 1-for-0.6 basis and such conversion rate is reflected in the amount of common stock underlying the security.
7. Consists of the following shares of the Issuer's common stock into which the Series D Preferred Stock held by the following entities are convertible: 22,848 shares by AGTC Advisors Fund, L.P. and 378,008 shares by Applied Genomic Technology Capital Fund, L.P.
8. These warrants are immediately exercisable.
9. Reflects the 1-for-1.6667 reverse stock split effected on November 29, 2010 in connection with the Issuer's initial public offering, pursuant to which (i) the number of shares of common stock underlying the warrants was divided by 1.6667 and (ii) the exercise price of the warrants was multiplied by 1.6667.
10. Consists of the following shares of the Issuer's common stock underlying the warrants held by the following entities: 215,425 shares by Applied Genomic Technology Capital Fund, L.P. and 13,020 shares by AGTC Advisors Fund, L.P.
11. Consists of the following shares of the Issuer's common stock underlying the warrants held by the following entities: 16,818 shares by Applied Genomic Technology Capital Fund, L.P. and 1,016 shares by AGTC Advisors Fund, L.P.
12. Consists of the following shares of the Issuer's common stock underlying the warrants held by the following entities: 16,818 shares by Applied Genomic Technology Capital Fund, L.P. and 1,016 shares by AGTC Advisors Fund, L.P.
13. Consists of the following shares of the Issuer's common stock underlying the warrants held by the following entities: 16,818 shares by Applied Genomic Technology Capital Fund, L.P. and 1,016 shares by AGTC Advisors Fund, L.P.
14. Consists of the following shares of the Issuer's common stock underlying the warrants held by the following entities: 16,818 shares by Applied Genomic Technology Capital Fund, L.P. and 1,016 shares by AGTC Advisors Fund, L.P.
15. Consists of the following shares of the Issuer's common stock underlying the warrants held by the following entities: 33,637 shares by Applied Genomic Technology Capital Fund, L.P. and 2,032 shares by AGTC Advisors Fund, L.P.
16. Consists of the following shares of the Issuer's common stock underlying the warrants held by the following entities: 56,770 shares by Applied Genomic Technology Capital Fund, L.P. and 3,431 shares by AGTC Advisors Fund, L.P.
17. The warrant becomes exercisable upon the earliest of the closing of the Issuer's initial public offering or another qualified financing, the occurence of a liquidation event or March 30, 2011.
18. Held by Applied Genomic Technology Capital Fund, L.P.
19. The outstanding principal and accrued and unpaid interest on the convertible promissory notes (the "Convertible Notes") are automatically convertible into shares of common stock upon the closing of the Issuer's initial public offering at $7.00 per share, the initial public offering price per share.
20. Reflects $300.00 aggregate principal amount of Convertible Notes held by Applied Genomic Technology Capital Fund, L.P. dated March 30, 2010, September 27, 2010 and November 4, 2010.
21. The unpaid principal amount of the Convertible Notes, together with any interest accrued but unpaid thereon, is payable at any time upon the earlier of demand by holders of 66 2/3% of the aggregate principal amount outstanding under the Convertible Notes, acceleration due to an event of default, a liquidation event or March 29, 2011, and if not repaid, will automatically convert upon the closing of the Issuer's initial public offering.
22. Reflects $30.00 aggregate principal amount of Convertible Notes held by AGTC Advisors Fund, L.P. dated March 30, 2010, September 27, 2010 and November 4, 2010.
Remarks:
An additional Form 3 (the "Additional Form 3") is being filed on the date hereof by Noubar Afeyan, Edwin M. Kania, Jr., Flagship Ventures Management, Inc., NewcoGen Group, Inc., NewcoGen Group LLC, NewcoGen Equity Investors LLC, NewcoGen-Elan LLC, NewcoGen-Long Reign Holding LLC, NewcoGen-PE LLC and ST NewcoGen LLC (the "Additional Reporting Owners') because the number of reporting owners allowed to be included in a joint filing on Form 3 is limited to ten. Please note that the holdings of the Issuer's securities reflected on this Form 3 are also reflected in the Additional Form 3. (2 of 2)
/s/ John P. Condon, Attorney-in-fact for AGTC Partners, L.P. 02/03/2011
/s/ John P. Condon, Attorney-in-fact for Applied Genomic Technology Capital Fund, L.P. 02/03/2011
/s/ John P. Condon, Attorney-in-fact for AGTC Advisors Fund, L.P. 02/03/2011
** Signature of Reporting Person Date
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