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*
van der Meer Pieter

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

(Street)
WALTHAM MA 02451

(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)
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)
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 1,321,045 (3) I See footnote (4)
Series D Preferred Stock (1) (2) Common Stock 220,080 (5) I See footnote (4)
Warrant to Purchase Common Stock (6) 07/28/2015 Common Stock 140,183 (7) 0.03 (7) I See footnote (4)
Warrant to Purchase Common Stock (6) 07/28/2015 Common Stock 31,151 (7) 0.03 (7) I See footnote (4)
Warrant to Purchase Common Stock (6) 09/08/2015 Common Stock 8,366 (7) 0.03 (7) I See footnote (4)
Warrant to Purchase Common Stock (6) 09/28/2015 Common Stock 8,366 (7) 0.03 (7) I See footnote (4)
Warrant to Purchase Common Stock (6) 11/14/2015 Common Stock 8,366 (7) 0.03 (7) I See footnote (4)
Warrant to Purchase Common Stock (6) 12/15/2015 Common Stock 8,366 (7) 0.03 (7) I See footnote (4)
Warrant to Purchase Common Stock (6) 03/10/2016 Common Stock 16,733 (7) 0.03 (7) I See footnote (4)
Warrant to Purchase Common Stock (6) 07/10/2016 Common Stock 8,366 (7) 0.03 (7) I See footnote (4)
Warrant to Purchase Common Stock (6) 03/28/2018 Common Stock 33,052 (7) 0.02 (7) I See footnote (4)
Warrant to Purchase Common Stock (8) 03/30/2020 Common Stock 23,080 (7) 0.02 (7) I See footnote (4)
Warrant to Purchase Common Stock (8) 09/27/2020 Common Stock 23,080 (7) 0.02 (7) I See footnote (4)
Warrant to Purchase Common Stock (8) 11/04/2020 Common Stock 23,080 (7) 0.02 (7) I See footnote (4)
Convertible Promissory Notes (9) (10) Common Stock 151,340 7 (9) I See footnote (4)
1. Name and Address of Reporting Person*
van der Meer Pieter

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

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Gilde Europe Food & Agribusiness Fund B.V.

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

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Gilde Agribusiness Management B.V.

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

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Gilde Healthcare Holding B.V.

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

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
de Graaf Edwin

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

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Perret Marc Olivier

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

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Gilde Europe Food & Agribusiness Partners II C.V.

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

(Street)
WALTHAM MA 02451

(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. Held by Gilde Europe Food & Agribusiness Fund B.V. The manager of Gilde Europe Food & Agribusiness Fund B.V. is Gilde Agribusiness Management B.V., which is indirectly owned by three managing partners, Pieter van der Meer, Edwin de Graaf and Marc Olivier Perret, through a holding entity, Gilde Healthcare Holding B.V. Gilde Healthcare Holding B.V. is owned in equal thirds by the three managing partners. Gilde Europe Food & Agribusiness Partners II C.V. has a 20% carried interest in Gilde Europe Food & Agribusiness Fund B.V. Pieter van der Meer, Edwin de Graaf and Marc Olivier Perret together have a controlling interest in Gilde Europe Food & Agribusiness Partners II C.V. Each of Pieter van der Meer, Edwin de Graaf, and Marc Olivier Perret disclaim beneficial ownership of the securities except to the extent of his pecuniary interest therein.
5. 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.
6. This warrant is immediately exercisable.
7. 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 warrant was divided by 1.6667 and (ii) the exercise price of the warrant was multiplied by 1.6667.
8. 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.
9. Reflects $1,000,200.00 aggregate principal amount of convertible promissory notes (the "Convertible Notes") dated April 1, 2010, September 27, 2010 and November 4, 2010. The outstanding principal and accrued and unpaid interest on these 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.
10. 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.
/s/ John P. Condon, Attorney-in-fact for Pieter van der Meer 02/03/2011
/s/ John P. Condon, Attorney-in-fact for Gilde Europe Food & Agribusiness Fund B.V. 02/03/2011
/s/ John P. Condon, Attorney-in-fact for Gilde Agribusiness Management B.V. 02/03/2011
/s/ John P. Condon, Attorney-in-fact for Gilde Healthcare Holding B.V. 02/03/2011
/s/ John P. Condon, Attorney-in-fact for Edwin de Graaf 02/03/2011
/s/ John P. Condon, Attorney-in-fact for Marc Olivier Perret 02/03/2011
/s/ John P. Condon, Attorney-in-fact for Gilde Europe Food & Agribusiness Partners II C.V. 02/03/2011
** 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 5 (b)(v).
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