Edgar Filing: BG Medicine, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

AFEYAN NOUBAR

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

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

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

(Last)

(First)

(Middle)

C/O FLAGSHIP VENTURES, ONE MEMORIAL DRIVE, 7TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2015

(Street)

CAMBRIDGE, MA 02142

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Secured Convertible Promissory Note ⁽¹⁾

$ 1.7003 ⁽²⁾

07/14/2015

J⁽²⁾

$ 308,488

07/14/2015⁽²⁾

09/30/2015

Series A Preferred Stock

181,431

⁽²⁾

$ 308,488 ⁽²⁾

Held by Applied Genomic Technology Capital Fund, L.P. ⁽³⁾

Secured Convertible Promissory Note ⁽¹⁾

$ 1.7003 ⁽²⁾

07/14/2015

$ 308,488

07/14/2015⁽²⁾

09/30/2015

Series A Preferred Stock

183,971 ⁽⁴⁾

⁽²⁾

$ 0

Held by Applied Genomic Technology Capital Fund, L.P. ⁽³⁾

Series A Preferred Stock ⁽¹⁾

⁽⁵⁾

07/14/2015

183,971

⁽⁶⁾

Common Stock

183,971

$ 0

183,971

Held by Applied Genomic Technology Capital Fund, L.P. ⁽³⁾

Series A Preferred Stock ⁽¹⁾

⁽⁵⁾

07/14/2015

725,725

⁽⁶⁾

Common Stock

725,725

$ 1.7003

909,696

Held by Applied Genomic Technology Capital Fund, L.P. ⁽³⁾

Secured Convertible Promissory Note ⁽¹⁾

$ 1.7003 ⁽²⁾

07/14/2015

J⁽²⁾

$ 22,727

07/14/2015⁽²⁾

09/30/2015

Series A Preferred Stock

13,366

⁽²⁾

$ 22,727 ⁽²⁾

Held by AGTC Advisors Fund, L.P. ⁽³⁾

Secured Convertible Promissory Note ⁽¹⁾

$ 1.7003 ⁽²⁾

07/14/2015

$ 22,727

07/14/2015⁽²⁾

09/30/2015

Series A Preferred Stock

13,553 ⁽⁴⁾

⁽²⁾

$ 0

Held by AGTC Advisors Fund, L.P. ⁽³⁾

Series A Preferred Stock ⁽¹⁾

⁽⁵⁾

07/14/2015

13,553

⁽⁶⁾

Common Stock

13,553

$ 0

13,553

Held by AGTC Advisors Fund, L.P. ⁽³⁾

Series A Preferred Stock ⁽¹⁾

⁽⁵⁾

07/14/2015

53,465

⁽⁶⁾

Common Stock

53,465

$ 1.7003

67,018

Held by AGTC Advisors Fund, L.P. ⁽³⁾

Secured Convertible Promissory Note ⁽¹⁾

$ 1.7003 ⁽²⁾

07/14/2015

J⁽²⁾

$ 168,785

07/14/2015⁽²⁾

09/30/2015

Series A Preferred Stock

99,267

⁽²⁾

$ 168,785 ⁽²⁾

Held by Flagship Ventures Fund 2007, L.P. ⁽⁷⁾

Secured Convertible Promissory Note ⁽¹⁾

$ 1.7003 ⁽²⁾

07/14/2015

$ 168,785

07/14/2015⁽²⁾

09/30/2015

Series A Preferred Stock

100,657 ⁽⁴⁾

⁽²⁾

$ 0

Held by Flagship Ventures Fund 2007, L.P. ⁽⁷⁾

Series A Preferred Stock ⁽¹⁾

⁽⁵⁾

07/14/2015

100,657

⁽⁶⁾

Common Stock

100,657

$ 0

100,657

Held by Flagship Ventures Fund 2007, L.P. ⁽⁷⁾

Series A Preferred Stock ⁽¹⁾

⁽⁵⁾

07/14/2015

397,072

⁽⁶⁾

Common Stock

397,072

$ 1.7003

497,729

Held by Flagship Ventures Fund 2007, L.P. ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
AFEYAN NOUBAR C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142	X	X
KANIA EDWIN M JR C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142		X
Flagship Ventures Management, Inc. C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142		X
NewcoGen Group, Inc. C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142		X
AGTC Partners, L.P. C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142		X
AGTC ADVISORS FUND LP C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142		X
Applied Genomic Technology Capital Fund LP C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142		X
Flagship Ventures 2007 General Partner LLC C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142		X
Flagship Ventures Fund 2007, L.P. ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA 02142		X

Signatures

/s/ Noubar B. Afeyan, Ph.D.		07/16/2015
^**Signature of Reporting Person		Date
/s/ Edwin M. Kania, Jr.		07/16/2015
^**Signature of Reporting Person		Date
/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for Flagship Ventures Management, Inc.		07/16/2015
^**Signature of Reporting Person		Date
/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for NewcoGen Group, Inc.		07/16/2015
^**Signature of Reporting Person		Date
/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for AGTC Partners, L.P.		07/16/2015
^**Signature of Reporting Person		Date
/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for AGTC Advisors Fund, L.P.		07/16/2015
^**Signature of Reporting Person		Date
/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for Applied Genomic Technology Capital Fund, L.P.		07/16/2015
^**Signature of Reporting Person		Date
/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for Flagship Ventures 2007 General Partner, LLC		07/16/2015
^**Signature of Reporting Person		Date
/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for Flagship Ventures Fund 2007, L.P.		07/16/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Share and price per share amounts have been adjusted to reflect a 1-for-4 reverse split of the Issuer's common stock on July 8, 2015.
(2)	On July 14, 2015 (the "Closing"), the promissory notes that were previously issued to the reporting persons became convertible into shares of the Issuer's newly designated Series A Preferred Stock (the "Convertible Notes") and the conversion price became fixed. On the same date, the principal amount of the Convertible Notes, plus accrued interest thereon, converted into shares of Series A Preferred Stock at $1.7003 per share.
(3)	NewcoGen Group, Inc. ("NG") is the general partner of AGTC Partners, L.P., which is the general partner of AGTC Advisors Fund, L.P. ("AGTCA") and Applied Genomic Technology Capital Fund L.P. ("AGTCF", and together with AGTCA, the "AGTC Funds"). NG is a wholly-owned subsidiary of Flagship Ventures Management, Inc. ("Flagship"). Noubar B. Afeyan, Ph.D. is the director of Flagship and may be deemed to beneficially own the securities held by NGG and the AGTC Funds. Dr. Afeyan disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
(4)	Includes shares of Series A Preferred Stock issued in payment of interest on the Convertible Note.
(5)	Each share of Series A Preferred Stock is initially convertible into one share of the Issuer's common stock. The conversion price will be subject to adjustment in the event that the Issuer issues other securities at a price per share less than the conversion price of the Series A Preferred Stock then in effect, subject to specified exceptions, and is also subject to adjustment in connection with stock splits, combinations, dividends and other corporate transactions affecting the common stock. The rights, preferences and privileges of the Series A Preferred Stock include full-ratchet anti-dilution protection until the first anniversary of the date that the Series A Preferred Stock is issued and weighted-average anti-dilution protection thereafter.
(6)	The shares of Series A Preferred Stock have no expiration date and are convertible into the Issuer's common stock at any time at the option of each holder and automatically convertible upon the written consent of the holders of a majority of the outstanding shares of Series A Preferred Stock in accordance with the Issuer's Certificate of Designations of Series A Preferred Stock to the Issuer's Restated Certificate of Incorporation, as amended.
(7)	Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are managers of Flagship Ventures 2007 General Partner, LLC, which is the general partner of Flagship Ventures Fund 2007, L.P., and may be deemed to beneficially own the securities held by Flagship Ventures Fund 2007, L.P. Each of Dr. Afeyan and Mr. Kania disclaim beneficial ownership of the securities except to the extent of his pecuniary interest therein.

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