UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

 

	SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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Item 1.  Security and Issuer

 

This Amendment No. 4 to Schedule 13D amends supplements and restates, as applicable, the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on February 8, 2013, as amended by the Schedules 13D/A filed with the SEC on March 28, 2013, March 19, 2014 and September 19, 2014 (collectively, the “Schedule 13D”), by Longwood Fund, L.P. (the “Fund”), Longwood Fund GP, LLC (the “General Partner”), Christoph Westphal, M.D., Ph.D., Richard Aldrich, Michelle Dipp, M.D., Ph.D., and Jonathan Tilly, Ph.D. (collectively, with the exception of Jonathan Tilly, Ph.D., the “Reporting Persons”) relating to the common stock, par value $0.001 per share (the “Common Stock”), of OvaScience, Inc., a Delaware corporation (the “Issuer”).  Except as expressly set forth herein, there have been no changes to the information set forth in the Schedule 13D.  Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D.  Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

Item 2.  Identity and Background.

 

There are no amendments to Item 4 of the Schedule 13D.

 

Item 3.  Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended to append the following:

 

On December 9, 2014, Dr. Dipp was granted restricted stock unit awards representing (i) the right to receive 30,902 shares of Common Stock, which will vest in equal quarterly installments over a two-year period beginning March 31, 2015 and (ii) the right to receive a target amount of 15,451 shares of Common Stock, which will vest in equal installments on December 31, 2015 and December 31, 2016 upon meeting certain performance-based vesting conditions, provided that Dr. Dipp can earn up to 150% of such target amount (or a maximum of 23,176 shares) based upon surpassing such performance-based conditions. The restricted stock unit awards are in lieu of cash compensation for serving as chief executive officer of the Issuer.  Also on December 9, 2014, Dr. Dipp was granted a stock option to purchase 200,000 shares of the Company’s common stock at an exercise price of $32.36 per share.  The stock option has a ten-year term and vests over four years, with 25% of the total number of shares vesting on December 9, 2015 and 6.25% of the total number of shares vesting each quarter thereafter.  Such stock option was granted to Dr. Dipp at no cost.

 

On November 24, 2014, Dr. Dipp purchased 300 shares of Common Stock pursuant to a Rule 10b5-1 buying plan at $24.53 per share.  Such shares were acquired with the personal funds of Dr. Dipp.

 

16,026 and 16,025 of the time-based restricted stock units of the Issuer that were granted to Dr. Dipp on December 5, 2012 vested on September 30, 2014 and December 31, 2014, respectively.  Additionally, 32,052 of the performance-based restricted stock units that were granted to Dr. Dipp on December 5, 2012 vested on December 31, 2014. The restricted stock units were granted to Dr. Dipp at no cost. In each instance of vesting of Dr. Dipp’s restricted stock units, the Issuer withheld shares of Common Stock to satisfy the minimum statutory tax withholding requirements.

 

Item 4.  Purpose of Transaction.

 

There are no amendments to Item 4 of the Schedule 13D.

 

Item 5.  Interest in Securities of the Issuer.

 

Items 5(a), 5(b) and 5(c) of the Schedule 13D are hereby amended and restated in their entirety as follows:

 

The percentage of Common Stock reported beneficially owned by each Reporting Person is determined in accordance with SEC rules and is based upon 27,073,546 shares of the Issuer’s Common Stock outstanding as of January 15, 2015.  The applicable SEC rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities.

 

A.                                    Longwood Fund, L.P.

 

(a)                                 At the close of business on January 15, 2015, the Fund beneficially owned 1,520,607 shares of Common Stock, representing a beneficial ownership of approximately 5.6% of the outstanding Common Stock.  All of these shares are directly held by the Fund.

 

(b)		1. Sole power to vote or direct vote:		0
		2. Shared power to vote or direct vote:		1,520,607
		3. Sole power to dispose or direct the disposition:		0
		4. Shared power to dispose or direct the disposition:		1,520,607

 

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B.                                    Longwood Fund GP, LLC

 

(a)                                 At the close of business on January 15, 2015, the General Partner beneficially owned 1,839,689 shares of Common Stock, representing a beneficial ownership of approximately 6.8% of the outstanding Common Stock.  1,520,607 of these shares are directly held by the Fund and 319,082 of these shares are directly held by the General Partner.

 

(b)		1. Sole power to vote or direct vote:		0
		2. Shared power to vote or direct vote:		1,839,689
		3. Sole power to dispose or direct the disposition:		0
		4. Shared power to dispose or direct the disposition:		1,839,689

 

C.                                    Christoph Westphal, M.D., Ph.D.

 

(a)                                 At the close of business on January 15, 2015, Christoph Westphal, M.D., Ph.D., beneficially owned 2,550,914 shares of Common Stock, representing a beneficial ownership of approximately 9.4% of the outstanding Common Stock.  701,927 of these shares are held by Dr. Westphal personally, 4,850 of these shares are held by the Christoph H. Westphal Revocable Trust of 2007, 4,448 of these shares represent options to purchase Common Stock that are vested or will vest within 60 days of January 15, 2015, 1,520,607 of these shares are held by the Fund and 319,082 of these shares are held by the General Partner.  Dr. Westphal is the trustee of the Christoph H. Westphal Revocable Trust of 2007, and he exercises voting and investment power of the shares of record held by such trust.

 

(b)		1. Sole power to vote or direct vote:		711,225
		2. Shared power to vote or direct vote:		1,839,689
		3. Sole power to dispose or direct the disposition:		711,225
		4. Shared power to dispose or direct the disposition:		1,839,689

 

D.                                    Richard Aldrich

 

(a)                                 At the close of business on January 15, 2015, Richard Aldrich beneficially owned 2,570,788 shares of Common Stock, representing a beneficial ownership of approximately 9.5% of the outstanding Common Stock.  526,445 of these shares are held by Mr. Aldrich personally, 175,481 are held by the Richard H. Aldrich Irrevocable Trust of 2011, 19,850 are held by the Richard H. Aldrich 2005 Revocable Trust, 9,323 are options to purchase Common Stock that are vested or will vest within 60 days of January 15, 2015, 1,520,607 are held by the Fund and 319,082 are held by the General Partner.  Mr. Aldrich is the trustee of the Richard H. Aldrich 2005 Revocable Trust, and he exercises voting and investment power of the shares of record held by such trust. Mr. Aldrich’s spouse is the trustee of the Richard H. Aldrich Irrevocable Trust of 2011, and she exercises voting and investment power over the shares of record held by such trust.

 

(b)		1. Sole power to vote or direct vote:		555,618
		2. Shared power to vote or direct vote:		2,015,170
		3. Sole power to dispose or direct the disposition:		555,618
		4. Shared power to dispose or direct the disposition:		2,015,170

 

E.                                    Michelle Dipp, M.D., Ph.D.

 

(a)                                 At the close of business on January 15, 2015, Michelle Dipp, M.D., Ph.D. beneficially owned 2,921,588 shares of Common Stock, representing a beneficial ownership of approximately 10.7% of the outstanding Common Stock. 818,492 of these shares are held by Dr. Dipp directly, 263,407 of these shares represent options to purchase Common Stock that are vested or will vest within 60 days of January 15, 2015, 1,520,607 of these shares are held by the Fund and 319,082 of these shares are held by the General Partner.

 

(b)		1. Sole power to vote or direct vote:		1,081,899
		2. Shared power to vote or direct vote:		1,839,689
		3. Sole power to dispose or direct the disposition:		1,081,899
		4. Shared power to dispose or direct the disposition:		1,839,689

 

(c)                                  See Item 3 of the Schedule 13D, as amended herein.

 

On September 30, 2014 and December 31, 2014, shares held by Dr. Dipp were withheld to satisfy statutory withholding requirements upon vesting of restricted stock units held by Dr. Dipp.

 

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On January 15, 2015, the Fund beneficially owned 1,839,689 shares, which reflected a pro rata transfer of 1,300,000 shares to the Fund’s limited partners and General Partner that occurred pursuant to the Fund’s partnership agreement. The General Partner’s direct beneficial ownership increased by 269,061 shares as a result of such transaction.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

There are no amendments to Item 6 of the Schedule 13D.

 

Item 7.  Material to be Filed as Exhibits.

 

The following documents are filed as Exhibits to this statement:

 

Exhibit Number		Exhibit Description
99.1		Joint Filing Agreement
99.2		Amended and Restated Investors’ Rights Agreement, dated March 29, 2012, by and among the Issuer and the other parties thereto (incorporated by reference to Exhibit 4.4 to the Issuer’s Registration Statement on Form 10 (SEC File No. 000-54647), filed by the Issuer on April 11, 2012).
99.3		Form of Amended and Restated Restricted Stock Agreement between the Registrant and each of Michelle Dipp and Christoph Westphal (incorporated by reference to Exhibit 10.8 to the Issuer’s Registration Statement on Form 10 (SEC File No. 000-54647), filed by the Issuer on April 11, 2012).
99.4		Amended and Restated Restricted Stock Agreement between the Registrant, Richard Aldrich and the Richard H. Aldrich Irrevocable Trust of 2011, dated March 29, 2012 (incorporated by reference to Exhibit 10.10 to the Issuer’s Registration Statement on Form 10 (SEC File No. 000-54647), filed by the Issuer on April 11, 2012).
99.5		Registration Rights Agreement, dated March 12, 2013, by and among the Company and the persons party thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer on March 14, 2013).

 

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SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 99.1 hereto.

 

Dated: January 16, 2015
LONGWOOD FUND, L.P.
By:	Longwood Fund GP, LLC, a Delaware limited liability company and general partner of Longwood Fund, L.P	.
By:	/s/ Brian Malone
Brian Malone, Chief Financial Officer
LONGWOOD FUND GP, LLC
By:	/s/ Christoph Westphal
Christoph Westphal, M.D., Ph.D., Manager
/s/ Christoph Westphal
Christoph Westphal, M.D., Ph.D.
/s/ Richard Aldrich
Richard Aldrich
/s/ Michelle Dipp
Michelle  Dipp, M.D., Ph.D.

 

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EXHIBIT 99.1

 

JOINT FILING AGREEMENT

 

The undersigned, being duly authorized thereunder, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party.

 

 

LONGWOOD FUND, L.P.
By:	Longwood Fund GP, LLC, a Delaware limited liability company and general partner of Longwood Fund, L.P	.
By:	/s/ Brian Malone
Brian Malone, Chief Financial Officer
LONGWOOD FUND GP, LLC
By:	/s/ Christoph Westphal
Christoph Westphal, M.D., Ph.D., Manager
/s/ Christoph Westphal
Christoph Westphal, M.D., Ph.D.
/s/ Richard Aldrich
Richard Aldrich
/s/ Michelle Dipp
Michelle  Dipp, M.D., Ph.D.