4//SEC Filing
BG Medicine, Inc. 4
Accession 0001181431-14-038230
CIK 0001407038operating
Filed
Dec 4, 7:00 PM ET
Accepted
Dec 5, 6:40 PM ET
Size
45.8 KB
Accession
0001181431-14-038230
Insider Transaction Report
Form 4
Flagship Pioneering, LLC
10% Owner
Transactions
- Other
Common Stock
2014-12-04−703,655→ 0 total(indirect: By LLC) - Sale
Common Stock
2014-12-03$0.46/sh−216$99→ 668,426 total(indirect: By LLC) - Sale
Common Stock
2014-12-03$0.46/sh−440$202→ 703,655 total(indirect: By LLC) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−5,988→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2018-03-28→ Common Stock (5,988 underlying) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−12,183→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-09-27→ Common Stock (12,183 underlying) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−12,183→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-11-04→ Common Stock (12,183 underlying) - Sale
Common Stock
2014-12-03$0.46/sh−927$426→ 662,654 total(indirect: By LLC) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+5,988$120→ 668,642 total(indirect: By LLC) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+12,183$244→ 680,609 total(indirect: By LLC) - Sale
Common Stock
2014-12-03$0.46/sh−440$202→ 680,169 total(indirect: By LLC) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+12,183$244→ 692,352 total(indirect: By LLC) - Sale
Common Stock
2014-12-03$0.46/sh−440$202→ 691,912 total(indirect: By LLC) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+12,183$244→ 704,095 total(indirect: By LLC) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−12,021→ 0 total(indirect: By LLC)Exercise: $0.04Exp: 2016-07-10→ Common Stock (12,021 underlying) - Exercise of In-Money
Common Stock
2014-12-03$0.04/sh+12,021$481→ 663,581 total(indirect: By LLC) - Other
Common Stock
2014-12-04+11,190→ 0 total - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−12,183→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-03-30→ Common Stock (12,183 underlying)
Holdings
- 1,764,286(indirect: Held by Flagship Ventures Fund 2007, L.P.)
Common Stock
- 2,434,800(indirect: By LLC)
Common Stock
- 2,851,447(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
Common Stock
- 215,013(indirect: Held by AGTC Advisors Fund, L.P.)
Common Stock
NewcoGen Group, Inc.
10% Owner
Transactions
- Exercise of In-Money
Common Stock
2014-12-03$0.04/sh+12,021$481→ 663,581 total(indirect: By LLC) - Sale
Common Stock
2014-12-03$0.46/sh−440$202→ 691,912 total(indirect: By LLC) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−12,021→ 0 total(indirect: By LLC)Exercise: $0.04Exp: 2016-07-10→ Common Stock (12,021 underlying) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−5,988→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2018-03-28→ Common Stock (5,988 underlying) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−12,183→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-11-04→ Common Stock (12,183 underlying) - Other
Common Stock
2014-12-04+11,190→ 0 total - Sale
Common Stock
2014-12-03$0.46/sh−927$426→ 662,654 total(indirect: By LLC) - Sale
Common Stock
2014-12-03$0.46/sh−216$99→ 668,426 total(indirect: By LLC) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+5,988$120→ 668,642 total(indirect: By LLC) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+12,183$244→ 680,609 total(indirect: By LLC) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+12,183$244→ 692,352 total(indirect: By LLC) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+12,183$244→ 704,095 total(indirect: By LLC) - Other
Common Stock
2014-12-04−703,655→ 0 total(indirect: By LLC) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−12,183→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-09-27→ Common Stock (12,183 underlying) - Sale
Common Stock
2014-12-03$0.46/sh−440$202→ 680,169 total(indirect: By LLC) - Sale
Common Stock
2014-12-03$0.46/sh−440$202→ 703,655 total(indirect: By LLC) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−12,183→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-03-30→ Common Stock (12,183 underlying)
Holdings
- 2,434,800(indirect: By LLC)
Common Stock
- 2,851,447(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
Common Stock
- 1,764,286(indirect: Held by Flagship Ventures Fund 2007, L.P.)
Common Stock
- 215,013(indirect: Held by AGTC Advisors Fund, L.P.)
Common Stock
AFEYAN NOUBAR
Director10% Owner
Transactions
- Exercise of In-Money
Common Stock
2014-12-03$0.04/sh+12,021$481→ 663,581 total(indirect: By LLC) - Sale
Common Stock
2014-12-03$0.46/sh−927$426→ 662,654 total(indirect: By LLC) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+5,988$120→ 668,642 total(indirect: By LLC) - Sale
Common Stock
2014-12-03$0.46/sh−440$202→ 680,169 total(indirect: By LLC) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−12,021→ 0 total(indirect: By LLC)Exercise: $0.04Exp: 2016-07-10→ Common Stock (12,021 underlying) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−5,988→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2018-03-28→ Common Stock (5,988 underlying) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+12,183$244→ 704,095 total(indirect: By LLC) - Other
Common Stock
2014-12-04−703,655→ 0 total(indirect: By LLC) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−12,183→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-09-27→ Common Stock (12,183 underlying) - Sale
Common Stock
2014-12-03$0.46/sh−216$99→ 668,426 total(indirect: By LLC) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+12,183$244→ 680,609 total(indirect: By LLC) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+12,183$244→ 692,352 total(indirect: By LLC) - Sale
Common Stock
2014-12-03$0.46/sh−440$202→ 691,912 total(indirect: By LLC) - Sale
Common Stock
2014-12-03$0.46/sh−440$202→ 703,655 total(indirect: By LLC) - Other
Common Stock
2014-12-04+11,190→ 0 total - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−12,183→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-03-30→ Common Stock (12,183 underlying) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−12,183→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-11-04→ Common Stock (12,183 underlying)
Holdings
- 215,013(indirect: Held by AGTC Advisors Fund, L.P.)
Common Stock
- 2,851,447(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
Common Stock
- 1,764,286(indirect: Held by Flagship Ventures Fund 2007, L.P.)
Common Stock
- 2,434,800(indirect: By LLC)
Common Stock
NEWCOGEN EQUITY INVESTORS LLC
10% Owner
Transactions
- Sale
Common Stock
2014-12-03$0.46/sh−216$99→ 668,426 total(indirect: By LLC) - Sale
Common Stock
2014-12-03$0.46/sh−440$202→ 680,169 total(indirect: By LLC) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+12,183$244→ 692,352 total(indirect: By LLC) - Sale
Common Stock
2014-12-03$0.46/sh−440$202→ 691,912 total(indirect: By LLC) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+12,183$244→ 704,095 total(indirect: By LLC) - Sale
Common Stock
2014-12-03$0.46/sh−927$426→ 662,654 total(indirect: By LLC) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−12,183→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-03-30→ Common Stock (12,183 underlying) - Exercise of In-Money
Common Stock
2014-12-03$0.04/sh+12,021$481→ 663,581 total(indirect: By LLC) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+5,988$120→ 668,642 total(indirect: By LLC) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+12,183$244→ 680,609 total(indirect: By LLC) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−12,183→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-11-04→ Common Stock (12,183 underlying) - Sale
Common Stock
2014-12-03$0.46/sh−440$202→ 703,655 total(indirect: By LLC) - Other
Common Stock
2014-12-04−703,655→ 0 total(indirect: By LLC) - Other
Common Stock
2014-12-04+11,190→ 0 total - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−12,021→ 0 total(indirect: By LLC)Exercise: $0.04Exp: 2016-07-10→ Common Stock (12,021 underlying) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−5,988→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2018-03-28→ Common Stock (5,988 underlying) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−12,183→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-09-27→ Common Stock (12,183 underlying)
Holdings
- 2,434,800(indirect: By LLC)
Common Stock
- 215,013(indirect: Held by AGTC Advisors Fund, L.P.)
Common Stock
- 2,851,447(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
Common Stock
- 1,764,286(indirect: Held by Flagship Ventures Fund 2007, L.P.)
Common Stock
KANIA EDWIN M JR
10% Owner
Transactions
- Exercise of In-Money
Common Stock
2014-12-03$0.04/sh+12,021$481→ 663,581 total(indirect: By LLC) - Sale
Common Stock
2014-12-03$0.46/sh−927$426→ 662,654 total(indirect: By LLC) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+5,988$120→ 668,642 total(indirect: By LLC) - Sale
Common Stock
2014-12-03$0.46/sh−216$99→ 668,426 total(indirect: By LLC) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+12,183$244→ 680,609 total(indirect: By LLC) - Sale
Common Stock
2014-12-03$0.46/sh−440$202→ 680,169 total(indirect: By LLC) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−12,021→ 0 total(indirect: By LLC)Exercise: $0.04Exp: 2016-07-10→ Common Stock (12,021 underlying) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−12,183→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-09-27→ Common Stock (12,183 underlying) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+12,183$244→ 692,352 total(indirect: By LLC) - Sale
Common Stock
2014-12-03$0.46/sh−440$202→ 691,912 total(indirect: By LLC) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+12,183$244→ 704,095 total(indirect: By LLC) - Sale
Common Stock
2014-12-03$0.46/sh−440$202→ 703,655 total(indirect: By LLC) - Other
Common Stock
2014-12-04−703,655→ 0 total(indirect: By LLC) - Other
Common Stock
2014-12-04+11,190→ 0 total - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−5,988→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2018-03-28→ Common Stock (5,988 underlying) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−12,183→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-03-30→ Common Stock (12,183 underlying) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−12,183→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-11-04→ Common Stock (12,183 underlying)
Holdings
- 215,013(indirect: Held by AGTC Advisors Fund, L.P.)
Common Stock
- 2,851,447(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
Common Stock
- 1,764,286(indirect: Held by Flagship Ventures Fund 2007, L.P.)
Common Stock
- 2,434,800(indirect: By LLC)
Common Stock
Footnotes (10)
- [F1]NewcoGen Group, Inc. ("NG") is the manager of each of NewcoGen Group LLC ("NGG") and NewcoGen Equity Investors LLC ("NEI", and together with NGG, the "NewcoGen Funds"). NG is also 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 Afeyan and Edwin M. Kania, Jr. are directors of Flagship and may be deemed to beneficially own the securities held by the NewcoGen Funds and the AGTC Funds. Each of Messrs. Afeyan and Kania disclaim beneficial ownership of the securities except to the extent of his pecuniary interest therein.
- [F10]This warrant is immediately exercisable.
- [F2]On December 3, 2014, NEI exercised a warrant to purchase 12,021 shares of Common Stock for $0.04 per share. NEI exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 927 of the warrant shares to pay the exercise price and issuing to NEI the remaining 11,094 shares.
- [F3]The price reflects the average of the closing prices of the Common Stock over the five day period prior to the exercise date.
- [F4]On December 3, 2014, NEI exercised a warrant to purchase 5,988 shares of Common Stock for $0.02 per share. NEI exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 216 of the warrant shares to pay the exercise price and issuing to NEI the remaining 5,772 shares.
- [F5]On December 3, 2014, NEI exercised a warrant to purchase 12,183 shares of Common Stock for $0.02 per share. NEI exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 440 of the warrant shares to pay the exercise price and issuing to NEI the remaining 11,743 shares.
- [F6]On December 3, 2014, NEI exercised a warrant to purchase 12,183 shares of Common Stock for $0.02 per share. NEI exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 440 of the warrant shares to pay the exercise price and issuing to NEI the remaining 11,743 shares.
- [F7]On December 3, 2014, NEI exercised a warrant to purchase 12,183 shares of Common Stock for $0.02 per share. NEI exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 440 of the warrant shares to pay the exercise price and issuing to NEI the remaining 11,743 shares.
- [F8]In addition to the cashless exercises of the warrants reported above, this Form 4 is being filed to report a pro-rata distribution by NEI for no consideration to its members. As a member of NEI, Mr. Afeyan received 11,190 shares of Common Stock in the distribution.The beneficial ownership of the entities named in this Form 4, other than the Reporting Persons filing this Form 4, did not change as a result of this transaction.
- [F9]Noubar Afeyan 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 Messrs. Afeyan and Kania disclaim beneficial ownership of the securities except to the extent of his pecuniary interest therein.
Documents
Issuer
BG Medicine, Inc.
CIK 0001407038
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001407038
Filing Metadata
- Form type
- 4
- Filed
- Dec 4, 7:00 PM ET
- Accepted
- Dec 5, 6:40 PM ET
- Size
- 45.8 KB