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*
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. Issuer Name and Ticker or Trading Symbol
OvaScience, Inc. [ NONE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/13/2012
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)
Code V Amount (A) or (D) Price
Common Stock 08/13/2012 C 1,068,602 A $0 1,068,602 D(1)(2)(6)
Common Stock 08/13/2012 C 22,306 A $0 22,306 D(3)(6)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock (4) 08/13/2012 C 1,068,602 (4) (4) Common Stock 1,068,602 $0 0 D(5)(6)
Series B Preferred Stock (4) 08/13/2012 C 22,306 (4) (4) Common Stock 22,306 $0 0 D(5)(6)
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*
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. Following the conversion of the Series B Preferred Stock reported on Table II of this report, as of the date hereof, 1,068,692 shares of the Common Stock of the Issuer (the "Common 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 Common Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Common Shares, except to the extent of its pecuniary interest, if any, in the Common Shares. Each of Joel E. Cutler, David P. Fialkow and David J. Orfao is a Managing Director of LLC and may be deemed to share voting and investment power over the Common Shares. (Continued in footnote 2)
2. (Continued from footnote 1) Each of Joel E. Cutler, David P. Fialkow and David J. Orfao disclaims beneficial ownership of the Common Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Common Shares, except to the extent of his pecuniary interest, if any, in the Common Shares.
3. Following the conversion of the Series B Preferred Stock reported on Table II of this report, as of the date hereof, 22,306 Common Shares are owned by GC Entrepreneurs Fund V, L.P. ("GCEF V," and together with GCG V, LLC and GCP V, 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 Common Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Common Shares, except to the extent of its pecuniary interest, if any, in the Common Shares. Each of Joel E. Cutler, David P. Fialkow and David J. Orfao disclaims beneficial ownership of the Common Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Common Shares, except to the extent of his pecuniary interest, if any, in the Common Shares.
4. These securities are shares of Series B Preferred Stock (the "Series B Shares") of the Issuer, and are convertible at any time into shares of the Issuer's Common Stock at the holder's election. The Series B Shares do not have an expiration date. On August 13 2012, the Series B Shares converted at a ratio of 1-to-1 into shares of Common Stock, in accordance with the mandatory conversion provision set forth in Article Fourth, Section B.5.1 of the Issuer's Second Amended and Restated Certificate of Incorporation.
5. Prior to the conversion, GCG V owned 1,068,692 Series B Shares and GCEF V owned 22,306 Series B Shares.
6. John G. Simon, a former 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. 08/13/2012
/s/ William J. Fitzgerald, Member and Chief Financial Officer, General Catalyst GP V, LLC, the General Partner for General Catalyst Partners V, L.P. 08/13/2012
/s/ William J. Fitzgerald, Member and Chief Financial Officer, General Catalyst GP V, LLC 08/13/2012
/s/ Joel E. Cutler 08/13/2012
/s/ David P. Fialkow 08/13/2012
/s/ David J. Orfao 08/13/2012
** Signature of Reporting Person Date
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