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^*

ALDRICH RICHARD

(Last)

(First)

(Middle)

C/O OVASCIENCE, INC.

9 FOURTH AVE.

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OvaScience, Inc. [ OVAS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	03/15/2016		P		17,600	A	$7.8034⁽²⁾	180,332	I	By Longwood Fund III LP⁽¹⁾
Common Stock	03/15/2016		P		11,900	A	$8.4422⁽³⁾	192,232	I	By Longwood Fund III LP⁽¹⁾
Common Stock	03/16/2016		P		21,729	A	$7.5899⁽⁴⁾	213,961	I	By Longwood Fund III LP⁽¹⁾
Common Stock	03/16/2016		P		7,800	A	$8.1258⁽⁵⁾	221,761	I	By Longwood Fund III LP⁽¹⁾
Common Stock								603,066	D
Common Stock								22,350	I	By Richard J. Aldrich 2005 Revocable Trust⁽⁶⁾
Common Stock								175,481	I	By Richard H. Aldrich Irrevocable Trust of 2011⁽⁷⁾
Common Stock								200,000	I	By Richard H. Aldrich 2015 GRAT⁽⁸⁾

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)

Explanation of Responses:

1. This Form 4 reflects the purchase of an aggregate of 59,029 shares purchased by the Longwood Fund III LP in the market. The securities in this line are held directly by Longwood Fund III LP. Longwood Fund III GP, LLC is the general partner of Longwood Fund III LP. Voting and investment power with respect to the shares held by Longwood Fund III LP are vested in Richard Aldrich, Michelle Dipp, M.D., Ph.D. and Christoph Westphal, M.D., Ph.D. (collectively, the "Managers"), the managers of Longwood Fund III GP, LLC. Each of the Managers disclaims beneficial ownership of the shares held by Longwood Fund III LP, except to the extent of their respective pecuniary interest therein, and the inclusion of these shares in the report shall not be deemed an admission of beneficial ownership of the shares for the purposes of Section 16 or for any other purpose.

2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.68 to $7.99, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges sent forth in this footnote.

3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.00 to $8.84, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges sent forth in this footnote.

4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.31 to $7.98, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges sent forth in this footnote.

5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.00 to $8.34, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges sent forth in this footnote.

6. The trustee of the Richard H. Aldrich 2005 Revocable Trust is the Reporting Person and he exercises sole voting and investment power over the shares of record held by the trust.

7. The trustee of the Richard H. Aldrich Irrevocable Trust of 2011 is the Reporting Person's spouse, Nichole Aldrich, and she exercises sole voting and investment power over the shares of record held by the trust.

8. The Reporting Person disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of the beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

	/s/ William C. Hicks, Attorney-in-Fact	03/17/2016
	** 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 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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