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

 

	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

(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).

 

Explanatory Note: By filing this Amendment No. 2 to Schedule 13D, Michelle Dipp, M.D., Ph.D. (“Dr. Dipp” or the “Reporting Person”) is revising the beneficial ownership previously reported to reflect the purchases of common stock, par value $0.001 per share (the “Common Stock”), of OvaScience, Inc., a Delaware corporation (the “Issuer”), by Longwood Fund III LP (the “Fund”).

 

 

 

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Item 1.  Security and Issuer

 

This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) by the Reporting Person on October 19, 2015, as amended on March 16, 2016 (the “Schedule 13D”) relating to the Common Stock of the Issuer. The address of the principal executive office of the Issuer is 9 Fourth Avenue, Waltham, Massachusetts 02541.  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 3.  Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended to append the following:

 

Between March 16, 2016 and March 24, 2016, the Fund purchased an aggregate of 208,029 shares of Common Stock for an aggregate purchase price of $1,913,019.47.  Below is a chart identifying each purchase made during that period:

 

Day		Shares Purchased		Price Per Share (Average)			Aggregate Purchase Price
March 16, 2016		29,529		$	7.7315		$	228,303.46
March 17, 2016		29,800		$	7.7926		$	232,219.48
March 18, 2016		29,900		$	8.7205		$	260,742.95
March 21, 2016		30,000		$	10.3530		$	310,590.00
March 22, 2016		29,800		$	10.5343		$	313,922.14
March 23, 2016		29,800		$	9.7428		$	290,335.44
March 24, 2016		30,000		$	9.2302		$	276,906.00

 

Between May 10, 2016 and May 13, 2016, the Fund purchased an aggregate of 75,995 shares of Common Stock for an aggregate purchase price of $556,796.39.  Below is a chart identifying each purchase made during that period:

 

Day		Shares Purchased		Price Per Share (Average)			Aggregate Purchase Price
May 10, 2016		19,900		$	7.7224		$	153,675.76
May 11, 2016		20,000		$	7.637		$	152,740.00
May 12, 2016		19,800		$	6.8378		$	135,388.44
May 13, 2016		16,295		$	7.0569		$	114,992.19

 

The working capital of the Fund was the source of funds for the purchase of these shares.

 

Dr. Dipp is a member of Longwood Fund III GP, LLC (the “General Partner”), the general partner of the Fund. Dr. Dipp and the General Partner each disclaim beneficial ownership of the securities owned directly by the Fund, except to the extent of their pecuniary interest therein.

 

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 Dr. Dipp is determined in accordance with SEC rules and is based upon 27,329,612 shares of the Issuer’s Common Stock outstanding as of May 13, 2016.  The applicable SEC rules generally attribute

 

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beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities.

 

(a)                                 At the close of business on May 13, 2016, Michelle Dipp, M.D., Ph.D. beneficially owned 2,070,875 shares of Common Stock, representing beneficial ownership of approximately 7.4% of the outstanding Common Stock.  971,921 of these shares are held by Dr. Dipp directly, 621,898 of these shares represent options to purchase Common Stock that are vested or will vest within 60 days of May 13, 2016. 477,056 of these are held by the Fund.

 

(b)	1. Sole power to vote or direct vote:	1,593,819
	2. Shared power to vote or direct vote:	477,056
	3. Sole power to dispose or direct the disposition:	1,593,819
	4. Shared power to dispose or direct the disposition:	477,056

 

(c)                                  See Item 3 of the Schedule 13D.

 

(d)                                 Not applicable.

 

(e)                                  Not applicable.

 

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

 

Not applicable.

 

Item 7.  Material to be Filed as Exhibits.

 

Not applicable.

 

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SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: May 18, 2016
By:	/s/ Michelle Dipp
Michelle Dipp, M.D., Ph.D.

 

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