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* General Catalyst Group V LP (Last) (First) (Middle) C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, SUITE 450 (Street) CAMBRIDGE MA 02138 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/11/2012	3. Issuer Name and Ticker or Trading Symbol OvaScience, Inc. [ NONE ]
		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 B Preferred Stock	(1)	(1)	Common Stock	1,068,602	(1)	D(2)(4)
Series B Preferred Stock	(1)	(1)	Common Stock	22,306	(1)	I	See notes(3)(4)

1. Name and Address of Reporting Person* General Catalyst Group V LP (Last) (First) (Middle) C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, SUITE 450 (Street) CAMBRIDGE MA 02138 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GC Entrepreneurs Fund V, LP (Last) (First) (Middle) C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, SUITE 450 (Street) CAMBRIDGE MA 02138 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* General Catalyst Partners V, L.P. (Last) (First) (Middle) C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, SUITE 450 (Street) CAMBRIDGE MA 02138 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* General Catalyst GP V, LLC (Last) (First) (Middle) C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, SUITE 450 (Street) CAMBRIDGE MA 02138 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Cutler Joel E (Last) (First) (Middle) C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, SUITE 450 (Street) CAMBRIDGE MA 02138 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Orfao David J (Last) (First) (Middle) C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, SUITE 450 (Street) CAMBRIDGE MA 02138 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SIMON JOHN G (Last) (First) (Middle) C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, SUITE 450 (Street) CAMBRIDGE MA 02138 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Fialkow David P (Last) (First) (Middle) C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, SUITE 450 (Street) CAMBRIDGE MA 02138 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These securities are shares of Series B Preferred Stock (the "Shares") of the Issuer, and are convertible at any time into shares of the Issuer's Common Stock at the holder's election. The Shares do not have an expiration date. At the Mandatory Conversion Time (as defined in Article Fourth, Section B.5.1 of the Issuer's Second Amended and Restated Certificate of Incorporation, as the same may be amended or restated from time to time), the Shares will convert at a ratio of 1-to-1 into the number of shares of Common Stock shown in column 3 above.

2. As of the date hereof, the Shares are owned by General Catalyst Group V, L.P. ("GCG V"). General Catalyst GP V, LLC ("LLC") is the general partner of General Catalyst Partners V, L.P. ("GCP V"), which is the general partner of GCG V. Each of LLC and GCP V disclaims beneficial ownership of the Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Shares, except to the extent of its pecuniary interest, if any, in the Shares. Each of Joel E. Cutler, David P. Fialkow, David J. Orfao and John G. Simon is a Managing Director of LLC and may be deemed to share voting and investment power over the Shares. Each of Joel E. Cutler, David P. Fialkow, David J. Orfao and John G. Simon disclaims beneficial ownership of the Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Shares, except to the extent of his pecuniary interest, if any, in the Shares.

3. As of the date hereof, the Shares are owned by GC Entrepreneurs Fund V, L.P. ("GCEF V," and together with GCG V, the "Funds," and together with GCP V and LLC, the "GC Entities"). LLC is the general partner of GCP V, which is the general partner of GCEF V. Each of LLC and GCP V disclaims beneficial ownership of the Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Shares, except to the extent of its pecuniary interest, if any, in the Shares. Each of Joel E. Cutler, David P. Fialkow, David J. Orfao and John G. Simon is a Managing Director of LLC and may be deemed to share voting and investment power over the Shares. Each of Joel E. Cutler, David P. Fialkow, David J. Orfao and John G. Simon disclaims beneficial ownership of the Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Shares, except to the extent of his pecuniary interest, if any, in the Shares.

4. Mr. Simon, a Managing Director of LLC, serves as the representative of the GC Entities on the Issuer's board of directors.

	/s/ William J. Fitzgerald, Member and Chief Financial Officer, General Catalyst GP V, LLC, the General Partner for General Catalyst Partners V, L.P., the General Partner for General Catalyst Group V, L.P. and GC Entrepreneurs Fund V, L.P.	06/11/2012
	/s/ William J. Fitzgerald, Member and Chief Financial Officer, General Catalyst GP V, LLC, the General Partner for General Catalyst Partners V, L.P.	06/11/2012
	/s/ William J. Fitzgerald, Member and Chief Financial Officer, General Catalyst GP V, LLC	06/11/2012
	/s/ Joel E. Cutler	06/11/2012
	/s/ David P. Fialkow	06/11/2012
	/s/ David J. Orfao	06/11/2012
	/s/ John G. Simon	06/11/2012
	** Signature of Reporting Person	Date
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