4//SEC Filing
BG Medicine, Inc. 4
Accession 0001181431-14-038231
CIK 0001407038operating
Filed
Dec 4, 7:00 PM ET
Accepted
Dec 5, 6:43 PM ET
Size
35.2 KB
Accession
0001181431-14-038231
Insider Transaction Report
Form 4
Flagship Pioneering, LLC
10% Owner
Transactions
- Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−17,080→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-09-27→ Common Stock (17,080 underlying) - Sale
Common Stock
2014-12-03$0.46/sh−616$283→ 2,451,264 total(indirect: By LLC) - Sale
Common Stock
2014-12-03$0.46/sh−616$283→ 2,467,728 total(indirect: By LLC) - Other
Common Stock
2014-12-04+10,029→ 10,029 total(indirect: Held by Atlast LP) - Other
Common Stock
2014-12-04+164,528→ 175,718 total - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+17,080$342→ 2,451,880 total(indirect: By LLC) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+17,080$342→ 2,468,344 total(indirect: By LLC) - Sale
Common Stock
2014-12-03$0.46/sh−616$283→ 2,484,192 total(indirect: By LLC) - Other
Common Stock
2014-12-04−2,484,192→ 0 total(indirect: By LLC) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+17,080$342→ 2,484,808 total(indirect: By LLC) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−17,080→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-03-30→ Common Stock (17,080 underlying) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−17,080→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-11-04→ Common Stock (17,080 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
NewcoGen Group, Inc.
10% Owner
Transactions
- Sale
Common Stock
2014-12-03$0.46/sh−616$283→ 2,451,264 total(indirect: By LLC) - Sale
Common Stock
2014-12-03$0.46/sh−616$283→ 2,467,728 total(indirect: By LLC) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+17,080$342→ 2,484,808 total(indirect: By LLC) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+17,080$342→ 2,451,880 total(indirect: By LLC) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+17,080$342→ 2,468,344 total(indirect: By LLC) - Other
Common Stock
2014-12-04−2,484,192→ 0 total(indirect: By LLC) - Other
Common Stock
2014-12-04+164,528→ 175,718 total - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−17,080→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-09-27→ Common Stock (17,080 underlying) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−17,080→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-11-04→ Common Stock (17,080 underlying) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−17,080→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-03-30→ Common Stock (17,080 underlying) - Sale
Common Stock
2014-12-03$0.46/sh−616$283→ 2,484,192 total(indirect: By LLC) - Other
Common Stock
2014-12-04+10,029→ 10,029 total(indirect: Held by Atlast LP)
Holdings
- 215,013(indirect: Held by AGTC Advisors Fund, L.P.)
Common Stock
- 1,764,286(indirect: Held by Flagship Ventures Fund 2007, L.P.)
Common Stock
- 2,851,447(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
Common Stock
KANIA EDWIN M JR
10% Owner
Transactions
- Other
Common Stock
2014-12-04+164,528→ 175,718 total - Other
Common Stock
2014-12-04+10,029→ 10,029 total(indirect: Held by Atlast LP) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−17,080→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-09-27→ Common Stock (17,080 underlying) - Sale
Common Stock
2014-12-03$0.46/sh−616$283→ 2,451,264 total(indirect: By LLC) - Sale
Common Stock
2014-12-03$0.46/sh−616$283→ 2,467,728 total(indirect: By LLC) - Sale
Common Stock
2014-12-03$0.46/sh−616$283→ 2,484,192 total(indirect: By LLC) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−17,080→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-03-30→ Common Stock (17,080 underlying) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+17,080$342→ 2,451,880 total(indirect: By LLC) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+17,080$342→ 2,468,344 total(indirect: By LLC) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+17,080$342→ 2,484,808 total(indirect: By LLC) - Other
Common Stock
2014-12-04−2,484,192→ 0 total(indirect: By LLC) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−17,080→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-11-04→ Common Stock (17,080 underlying)
Holdings
- 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
- 2,851,447(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
Common Stock
AFEYAN NOUBAR
Director10% Owner
Transactions
- Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+17,080$342→ 2,451,880 total(indirect: By LLC) - Sale
Common Stock
2014-12-03$0.46/sh−616$283→ 2,451,264 total(indirect: By LLC) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+17,080$342→ 2,468,344 total(indirect: By LLC) - Sale
Common Stock
2014-12-03$0.46/sh−616$283→ 2,467,728 total(indirect: By LLC) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+17,080$342→ 2,484,808 total(indirect: By LLC) - Sale
Common Stock
2014-12-03$0.46/sh−616$283→ 2,484,192 total(indirect: By LLC) - Other
Common Stock
2014-12-04−2,484,192→ 0 total(indirect: By LLC) - Other
Common Stock
2014-12-04+164,528→ 175,718 total - Other
Common Stock
2014-12-04+10,029→ 10,029 total(indirect: Held by Atlast LP) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−17,080→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-03-30→ Common Stock (17,080 underlying) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−17,080→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-09-27→ Common Stock (17,080 underlying) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−17,080→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-11-04→ Common Stock (17,080 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
NEWCOGEN GROUP LLC
10% Owner
Transactions
- Other
Common Stock
2014-12-04−2,484,192→ 0 total(indirect: By LLC) - Other
Common Stock
2014-12-04+10,029→ 10,029 total(indirect: Held by Atlast LP) - Sale
Common Stock
2014-12-03$0.46/sh−616$283→ 2,467,728 total(indirect: By LLC) - Sale
Common Stock
2014-12-03$0.46/sh−616$283→ 2,484,192 total(indirect: By LLC) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−17,080→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-03-30→ Common Stock (17,080 underlying) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+17,080$342→ 2,451,880 total(indirect: By LLC) - Sale
Common Stock
2014-12-03$0.46/sh−616$283→ 2,451,264 total(indirect: By LLC) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+17,080$342→ 2,468,344 total(indirect: By LLC) - Exercise of In-Money
Common Stock
2014-12-03$0.02/sh+17,080$342→ 2,484,808 total(indirect: By LLC) - Other
Common Stock
2014-12-04+164,528→ 175,718 total - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−17,080→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-09-27→ Common Stock (17,080 underlying) - Exercise of In-Money
Warrant to Purchase Common Stock (right to buy)
2014-12-03−17,080→ 0 total(indirect: By LLC)Exercise: $0.02Exp: 2020-11-04→ Common Stock (17,080 underlying)
Holdings
- 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
Footnotes (9)
- [F1]NewcoGen Group, Inc. ("NG") is the manager of NewcoGen Group LLC ("NGG"). 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 NGG 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.
- [F2]On December 3, 2014, NGG exercised a warrant to purchase 17,080 shares of Common Stock for $0.02 per share. NGG exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 616 of the warrant shares to pay the exercise price and issuing to NGG the remaining 16,464 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, NGG exercised a warrant to purchase 17,080 shares of Common Stock for $0.02 per share. NGG exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 616 of the warrant shares to pay the exercise price and issuing to NGG the remaining 16,464 shares.
- [F5]On December 3, 2014, NGG exercised a warrant to purchase 17,080 shares of Common Stock for $0.02 per share. NGG exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 616 of the warrant shares to pay the exercise price and issuing to NGG the remaining 16,464 shares.
- [F6]In addition to the cashless exercises of the warrants reported above, this Form 4 is being filed to report a pro-rata distribution by NGG for no consideration to its members. As members of NGG, Noubar Afeyan received 164,528 shares of Common Stock and Atlast LP received 10,029 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.
- [F7]Noubar Afeyan is the general partner of Atlast LP and may be deemed to beneficially own the securities held by Atlast LP. Mr. Afeyan disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
- [F8]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.
- [F9]This warrant is immediately exercisable.
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, 6:43 PM ET
- Size
- 35.2 KB