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^*

AGTC Partners, L.P.

(Last)

(First)

(Middle)

C/O FLAGSHIP VENTURES

ONE MEMORIAL DRIVE, 7TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BG Medicine, Inc. [ BGMD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2011

4. 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 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	02/09/2011		C		125,725	A	⁽²⁾	125,725	I	By AGTC Advisors Fund, L.P.⁽¹⁾
Common Stock	02/09/2011		C		3⁽³⁾	A	$7	125,728	I	By AGTC Advisors Fund, L.P.⁽¹⁾
Common Stock	02/09/2011		P		14,285⁽⁴⁾	A	$7	140,013	I	By AGTC Advisors Fund, L.P.⁽¹⁾
Common Stock	02/09/2011		C		2,079,975	A	⁽²⁾	2,079,975	I	By Applied Genomic Technology Capital Fund, L.P.⁽¹⁾
Common Stock	02/09/2011		C		43⁽³⁾	A	$7	2,080,018	I	By Applied Genomic Technology Capital Fund, L.P.⁽¹⁾
Common Stock	02/09/2011		P		271,429⁽⁴⁾	A	$7	2,351,447	I	By Applied Genomic Technology Capital Fund, L.P.⁽¹⁾

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)
Series A Preferred Stock	⁽²⁾	02/09/2011		C			366,933	⁽⁵⁾	⁽⁵⁾	Common Stock	102,877	⁽²⁾	0	I	By AGTC Advisors Fund, L.P.⁽¹⁾
Series A Preferred Stock	⁽²⁾	02/09/2011		C			6,070,468	⁽⁵⁾	⁽⁵⁾	Common Stock	1,701,967	⁽²⁾	0	I	By Applied Genomic Technology Capital Fund, L.P.⁽¹⁾
Series D Preferred Stock	⁽²⁾	02/09/2011		C			38,083	⁽⁵⁾	⁽⁵⁾	Common Stock	22,848	⁽²⁾	0	I	By AGTC Advisors Fund, L.P.⁽¹⁾
Series D Preferred Stock	⁽²⁾	02/09/2011		C			630,026	⁽⁵⁾	⁽⁵⁾	Common Stock	378,008	⁽²⁾	0	I	By Applied Genomic Technology Capital Fund, L.P.⁽¹⁾
Convertible Promissory Notes	$7	02/09/2011		C			$30⁽⁶⁾	⁽¹¹⁾	⁽⁷⁾	Common Stock	3⁽³⁾	⁽¹¹⁾	0	I	By AGTC Advisors Fund, L.P.⁽¹⁾
Convertible Promissory Notes	$7	02/09/2011		C			$300⁽⁶⁾	⁽¹¹⁾	⁽⁷⁾	Common Stock	43⁽³⁾	⁽¹¹⁾	0	I	By Applied Genomic Technology Capital Fund, L.P.⁽¹⁾
Warrant to Purchase Common Stock⁽⁸⁾	$0.02⁽⁹⁾	09/27/2010		P		6⁽⁹⁾		⁽¹⁰⁾	09/27/2020	Common Stock	6⁽⁹⁾	$0.02⁽⁹⁾	6⁽⁹⁾	I	By Applied Genomic Technology Capital Fund, L.P.⁽¹⁾
Warrant to Purchase Common Stock⁽⁸⁾	$0.02⁽⁹⁾	09/27/2010		P		0⁽⁹⁾		⁽¹⁰⁾	09/27/2020	Common Stock	0⁽⁹⁾	$0.02⁽⁹⁾	0⁽⁹⁾	I	By AGTC Advisors Fund, L.P.⁽¹⁾
Warrant to Purchase Common Stock⁽⁸⁾	$0.02⁽⁹⁾	11/04/2010		P		6⁽⁹⁾		⁽¹⁰⁾	11/04/2020	Common Stock	6⁽⁹⁾	$0.02⁽⁹⁾	6⁽⁹⁾	I	By Applied Genomic Technology Capital Fund, L.P.⁽¹⁾
Warrant to Purchase Common Stock⁽⁸⁾	$0.02⁽⁹⁾	11/04/2010		P		0⁽⁹⁾		⁽¹⁰⁾	11/04/2020	Common Stock	0⁽⁹⁾	$0.02⁽⁹⁾	0⁽⁹⁾	I	By AGTC Advisors Fund, L.P.⁽¹⁾
Convertible Promissory Note⁽⁸⁾	⁽¹¹⁾	09/27/2010		P		$10⁽¹²⁾		⁽¹¹⁾	⁽⁷⁾	Common Stock	⁽¹¹⁾	⁽¹¹⁾	0⁽¹¹⁾	I	By AGTC Advisors Fund, L.P.⁽¹⁾
Convertible Promissory Note⁽⁸⁾	⁽¹¹⁾	09/27/2010		P		$100⁽¹²⁾		⁽¹¹⁾	⁽⁷⁾	Common Stock	⁽¹¹⁾	⁽¹¹⁾	0⁽¹¹⁾	I	By Applied Genomic Technology Capital Fund, L.P.⁽¹⁾
Convertible Promissory Note⁽⁸⁾	⁽¹¹⁾	11/04/2010		P		$10⁽¹²⁾		⁽¹¹⁾	⁽⁷⁾	Common Stock	⁽¹¹⁾	⁽¹¹⁾	0⁽¹¹⁾	I	By AGTC Advisors Fund, L.P.⁽¹⁾
Convertible Promissory Note⁽⁸⁾	⁽¹¹⁾	11/04/2010		P		$100⁽¹²⁾		⁽¹¹⁾	⁽⁷⁾	Common Stock	⁽¹¹⁾	⁽¹¹⁾	0⁽¹¹⁾	I	By Applied Genomic Technology Capital Fund, L.P.⁽¹⁾

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

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

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

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

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

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. AGTC Partners, L.P. is general partner of AGTC Advisors Fund, L.P. and Applied Genomic Technology Capital Fund L.P.

2. The Preferred Stock automatically converted into Common Stock upon the closing of the Issuer's initial public offering pursuant to the Issuer's Restated Certificate of Incorporation, as amended, based on the conversion rate in effect at the time of conversion. The Series A Preferred Stock converted to Common Stock on an approximately 1-for-0.2804 basis and the Series D Preferred Stock converted to Common Stock on an approximately 1-for-0.6 basis.

3. Reflects the shares issued as a result of the automatic conversion of the outstanding principal and accrued and unpaid interest on the Convertible Notes (defined herein) through February 9, 2011, the closing date of the Issuer's initial public offering, into Common Stock upon the closing of the Issuer's initial public offering pursuant to the terms of the Convertible Notes.

4. Reflects shares purchased in the Issuer's initial public offering.

5. The Series A Preferred Stock and the Series D Preferred Stock automatically converted into shares of Common Stock upon consummation of the Issuer's initial public offering and had no expiration date.

6. Reflects the aggregate principal amount of convertible promissory notes (the "Convertible Notes") dated March 30, 2010, September 27, 2010 and November 4, 2010.

7. Not applicable.

8. This transaction, which occurred prior to the Issuer's initial public offering of Common Stock, is being reported as required by Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended.

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 warrant was divided by 1.6667 and (ii) the exercise price of the warrant was multipled by 1.6667.

10. The warrant became exercisable upon the closing of the Issuer's initial public offering.

11. The outstanding principal and accrued and unpaid interest on the Convertible Notes automatically converted into Common Stock upon the closing of the Issuer's initial public offering at $7.00 per share pursuant to the terms of the Convertible Notes.

12. Reflects the principal amount of the Convertible Note.

Remarks:

An additional Form 4 (the "Additional Form 4") 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 4 is limited to ten. Please note that the holdings of the Issuer's securities reflected on this Form 4 are also reflected in the Additional Form 4. (2 of 2)

	/s/ John P. Condon, Attorney-in-fact for AGTC Partners, L.P.	02/11/2011
	/s/ John P. Condon, Attorney-in-fact for AGTC Advisors Fund, L.P.	02/11/2011
	/s/ John P. Condon, Attorney-in-fact for Applied Genomic Technology Capital Fund L.P.	02/11/2011
	** Signature of Reporting Person	Date
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