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4//SEC Filing

BG Medicine, Inc. 4

Accession 0001181431-15-008767

CIK 0001407038operating
View on SEC.govCompany Profile

Filed

Jul 15, 8:00 PM ET

Accepted

Jul 16, 5:33 PM ET

Size

46.9 KB

Accession

0001181431-15-008767

Insider Transaction Report

Form 4
Period: 2015-07-14
BG Medicine, Inc.BGMD
KANIA EDWIN M JR
10% Owner
Transactions
  • Purchase

    Series A Preferred Stock

    2015-07-14$1.70/sh+53,465$90,907→ 67,018 total(indirect: Held by AGTC Advisors Fund, L.P.)
    → Common Stock (53,465 underlying)
  • Other

    Secured Convertible Promissory Note

    2015-07-14(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    Exercise: $1.70From: 2015-07-14Exp: 2015-09-30→ Series A Preferred Stock (181,431 underlying)
  • Conversion

    Series A Preferred Stock

    2015-07-14+13,553→ 13,553 total(indirect: Held by AGTC Advisors Fund, L.P.)
    → Common Stock (13,553 underlying)
  • Conversion

    Series A Preferred Stock

    2015-07-14+183,971→ 183,971 total(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    → Common Stock (183,971 underlying)
  • Purchase

    Series A Preferred Stock

    2015-07-14$1.70/sh+725,725$1,233,950→ 909,696 total(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    → Common Stock (725,725 underlying)
  • Purchase

    Series A Preferred Stock

    2015-07-14$1.70/sh+397,072$675,142→ 497,729 total(indirect: Held by Flagship Ventures Fund 2007, L.P.)
    → Common Stock (397,072 underlying)
  • Conversion

    Series A Preferred Stock

    2015-07-14+100,657→ 100,657 total(indirect: Held by Flagship Ventures Fund 2007, L.P.)
    → Common Stock (100,657 underlying)
  • Conversion

    Secured Convertible Promissory Note

    2015-07-14(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    Exercise: $1.70From: 2015-07-14Exp: 2015-09-30→ Series A Preferred Stock (183,971 underlying)
Flagship Ventures Fund 2007, L.P.
10% Owner
Transactions
  • Purchase

    Series A Preferred Stock

    2015-07-14$1.70/sh+725,725$1,233,950→ 909,696 total(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    → Common Stock (725,725 underlying)
  • Conversion

    Series A Preferred Stock

    2015-07-14+13,553→ 13,553 total(indirect: Held by AGTC Advisors Fund, L.P.)
    → Common Stock (13,553 underlying)
  • Conversion

    Secured Convertible Promissory Note

    2015-07-14(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    Exercise: $1.70From: 2015-07-14Exp: 2015-09-30→ Series A Preferred Stock (183,971 underlying)
  • Conversion

    Series A Preferred Stock

    2015-07-14+183,971→ 183,971 total(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    → Common Stock (183,971 underlying)
  • Purchase

    Series A Preferred Stock

    2015-07-14$1.70/sh+397,072$675,142→ 497,729 total(indirect: Held by Flagship Ventures Fund 2007, L.P.)
    → Common Stock (397,072 underlying)
  • Other

    Secured Convertible Promissory Note

    2015-07-14(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    Exercise: $1.70From: 2015-07-14Exp: 2015-09-30→ Series A Preferred Stock (181,431 underlying)
  • Purchase

    Series A Preferred Stock

    2015-07-14$1.70/sh+53,465$90,907→ 67,018 total(indirect: Held by AGTC Advisors Fund, L.P.)
    → Common Stock (53,465 underlying)
  • Conversion

    Series A Preferred Stock

    2015-07-14+100,657→ 100,657 total(indirect: Held by Flagship Ventures Fund 2007, L.P.)
    → Common Stock (100,657 underlying)
Flagship Ventures 2007 General Partner LLC
10% Owner
Transactions
  • Purchase

    Series A Preferred Stock

    2015-07-14$1.70/sh+725,725$1,233,950→ 909,696 total(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    → Common Stock (725,725 underlying)
  • Conversion

    Secured Convertible Promissory Note

    2015-07-14(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    Exercise: $1.70From: 2015-07-14Exp: 2015-09-30→ Series A Preferred Stock (183,971 underlying)
  • Purchase

    Series A Preferred Stock

    2015-07-14$1.70/sh+53,465$90,907→ 67,018 total(indirect: Held by AGTC Advisors Fund, L.P.)
    → Common Stock (53,465 underlying)
  • Purchase

    Series A Preferred Stock

    2015-07-14$1.70/sh+397,072$675,142→ 497,729 total(indirect: Held by Flagship Ventures Fund 2007, L.P.)
    → Common Stock (397,072 underlying)
  • Other

    Secured Convertible Promissory Note

    2015-07-14(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    Exercise: $1.70From: 2015-07-14Exp: 2015-09-30→ Series A Preferred Stock (181,431 underlying)
  • Conversion

    Series A Preferred Stock

    2015-07-14+100,657→ 100,657 total(indirect: Held by Flagship Ventures Fund 2007, L.P.)
    → Common Stock (100,657 underlying)
  • Conversion

    Series A Preferred Stock

    2015-07-14+13,553→ 13,553 total(indirect: Held by AGTC Advisors Fund, L.P.)
    → Common Stock (13,553 underlying)
  • Conversion

    Series A Preferred Stock

    2015-07-14+183,971→ 183,971 total(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    → Common Stock (183,971 underlying)
AFEYAN NOUBAR
Director10% Owner
Transactions
  • Conversion

    Secured Convertible Promissory Note

    2015-07-14(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    Exercise: $1.70From: 2015-07-14Exp: 2015-09-30→ Series A Preferred Stock (183,971 underlying)
  • Other

    Secured Convertible Promissory Note

    2015-07-14(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    Exercise: $1.70From: 2015-07-14Exp: 2015-09-30→ Series A Preferred Stock (181,431 underlying)
  • Conversion

    Series A Preferred Stock

    2015-07-14+100,657→ 100,657 total(indirect: Held by Flagship Ventures Fund 2007, L.P.)
    → Common Stock (100,657 underlying)
  • Purchase

    Series A Preferred Stock

    2015-07-14$1.70/sh+725,725$1,233,950→ 909,696 total(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    → Common Stock (725,725 underlying)
  • Conversion

    Series A Preferred Stock

    2015-07-14+183,971→ 183,971 total(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    → Common Stock (183,971 underlying)
  • Conversion

    Series A Preferred Stock

    2015-07-14+13,553→ 13,553 total(indirect: Held by AGTC Advisors Fund, L.P.)
    → Common Stock (13,553 underlying)
  • Purchase

    Series A Preferred Stock

    2015-07-14$1.70/sh+53,465$90,907→ 67,018 total(indirect: Held by AGTC Advisors Fund, L.P.)
    → Common Stock (53,465 underlying)
  • Purchase

    Series A Preferred Stock

    2015-07-14$1.70/sh+397,072$675,142→ 497,729 total(indirect: Held by Flagship Ventures Fund 2007, L.P.)
    → Common Stock (397,072 underlying)
NewcoGen Group, Inc.
10% Owner
Transactions
  • Other

    Secured Convertible Promissory Note

    2015-07-14(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    Exercise: $1.70From: 2015-07-14Exp: 2015-09-30→ Series A Preferred Stock (181,431 underlying)
  • Conversion

    Secured Convertible Promissory Note

    2015-07-14(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    Exercise: $1.70From: 2015-07-14Exp: 2015-09-30→ Series A Preferred Stock (183,971 underlying)
  • Conversion

    Series A Preferred Stock

    2015-07-14+100,657→ 100,657 total(indirect: Held by Flagship Ventures Fund 2007, L.P.)
    → Common Stock (100,657 underlying)
  • Purchase

    Series A Preferred Stock

    2015-07-14$1.70/sh+397,072$675,142→ 497,729 total(indirect: Held by Flagship Ventures Fund 2007, L.P.)
    → Common Stock (397,072 underlying)
  • Conversion

    Series A Preferred Stock

    2015-07-14+183,971→ 183,971 total(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    → Common Stock (183,971 underlying)
  • Purchase

    Series A Preferred Stock

    2015-07-14$1.70/sh+53,465$90,907→ 67,018 total(indirect: Held by AGTC Advisors Fund, L.P.)
    → Common Stock (53,465 underlying)
  • Conversion

    Series A Preferred Stock

    2015-07-14+13,553→ 13,553 total(indirect: Held by AGTC Advisors Fund, L.P.)
    → Common Stock (13,553 underlying)
  • Purchase

    Series A Preferred Stock

    2015-07-14$1.70/sh+725,725$1,233,950→ 909,696 total(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    → Common Stock (725,725 underlying)
AGTC Partners, L.P.
10% Owner
Transactions
  • Purchase

    Series A Preferred Stock

    2015-07-14$1.70/sh+725,725$1,233,950→ 909,696 total(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    → Common Stock (725,725 underlying)
  • Conversion

    Series A Preferred Stock

    2015-07-14+183,971→ 183,971 total(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    → Common Stock (183,971 underlying)
  • Purchase

    Series A Preferred Stock

    2015-07-14$1.70/sh+397,072$675,142→ 497,729 total(indirect: Held by Flagship Ventures Fund 2007, L.P.)
    → Common Stock (397,072 underlying)
  • Conversion

    Series A Preferred Stock

    2015-07-14+100,657→ 100,657 total(indirect: Held by Flagship Ventures Fund 2007, L.P.)
    → Common Stock (100,657 underlying)
  • Purchase

    Series A Preferred Stock

    2015-07-14$1.70/sh+53,465$90,907→ 67,018 total(indirect: Held by AGTC Advisors Fund, L.P.)
    → Common Stock (53,465 underlying)
  • Other

    Secured Convertible Promissory Note

    2015-07-14(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    Exercise: $1.70From: 2015-07-14Exp: 2015-09-30→ Series A Preferred Stock (181,431 underlying)
  • Conversion

    Secured Convertible Promissory Note

    2015-07-14(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    Exercise: $1.70From: 2015-07-14Exp: 2015-09-30→ Series A Preferred Stock (183,971 underlying)
  • Conversion

    Series A Preferred Stock

    2015-07-14+13,553→ 13,553 total(indirect: Held by AGTC Advisors Fund, L.P.)
    → Common Stock (13,553 underlying)
Flagship Pioneering, LLC
10% Owner
Transactions
  • Conversion

    Series A Preferred Stock

    2015-07-14+13,553→ 13,553 total(indirect: Held by AGTC Advisors Fund, L.P.)
    → Common Stock (13,553 underlying)
  • Purchase

    Series A Preferred Stock

    2015-07-14$1.70/sh+53,465$90,907→ 67,018 total(indirect: Held by AGTC Advisors Fund, L.P.)
    → Common Stock (53,465 underlying)
  • Conversion

    Series A Preferred Stock

    2015-07-14+183,971→ 183,971 total(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    → Common Stock (183,971 underlying)
  • Purchase

    Series A Preferred Stock

    2015-07-14$1.70/sh+725,725$1,233,950→ 909,696 total(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    → Common Stock (725,725 underlying)
  • Other

    Secured Convertible Promissory Note

    2015-07-14(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    Exercise: $1.70From: 2015-07-14Exp: 2015-09-30→ Series A Preferred Stock (181,431 underlying)
  • Conversion

    Secured Convertible Promissory Note

    2015-07-14(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    Exercise: $1.70From: 2015-07-14Exp: 2015-09-30→ Series A Preferred Stock (183,971 underlying)
  • Conversion

    Series A Preferred Stock

    2015-07-14+100,657→ 100,657 total(indirect: Held by Flagship Ventures Fund 2007, L.P.)
    → Common Stock (100,657 underlying)
  • Purchase

    Series A Preferred Stock

    2015-07-14$1.70/sh+397,072$675,142→ 497,729 total(indirect: Held by Flagship Ventures Fund 2007, L.P.)
    → Common Stock (397,072 underlying)
AGTC ADVISORS FUND LP
10% Owner
Transactions
  • Conversion

    Series A Preferred Stock

    2015-07-14+183,971→ 183,971 total(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    → Common Stock (183,971 underlying)
  • Conversion

    Secured Convertible Promissory Note

    2015-07-14(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    Exercise: $1.70From: 2015-07-14Exp: 2015-09-30→ Series A Preferred Stock (183,971 underlying)
  • Purchase

    Series A Preferred Stock

    2015-07-14$1.70/sh+725,725$1,233,950→ 909,696 total(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    → Common Stock (725,725 underlying)
  • Other

    Secured Convertible Promissory Note

    2015-07-14(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    Exercise: $1.70From: 2015-07-14Exp: 2015-09-30→ Series A Preferred Stock (181,431 underlying)
  • Conversion

    Series A Preferred Stock

    2015-07-14+13,553→ 13,553 total(indirect: Held by AGTC Advisors Fund, L.P.)
    → Common Stock (13,553 underlying)
  • Purchase

    Series A Preferred Stock

    2015-07-14$1.70/sh+53,465$90,907→ 67,018 total(indirect: Held by AGTC Advisors Fund, L.P.)
    → Common Stock (53,465 underlying)
  • Purchase

    Series A Preferred Stock

    2015-07-14$1.70/sh+397,072$675,142→ 497,729 total(indirect: Held by Flagship Ventures Fund 2007, L.P.)
    → Common Stock (397,072 underlying)
  • Conversion

    Series A Preferred Stock

    2015-07-14+100,657→ 100,657 total(indirect: Held by Flagship Ventures Fund 2007, L.P.)
    → Common Stock (100,657 underlying)
Applied Genomic Technology Capital Fund LP
10% Owner
Transactions
  • Other

    Secured Convertible Promissory Note

    2015-07-14(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    Exercise: $1.70From: 2015-07-14Exp: 2015-09-30→ Series A Preferred Stock (181,431 underlying)
  • Conversion

    Secured Convertible Promissory Note

    2015-07-14(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    Exercise: $1.70From: 2015-07-14Exp: 2015-09-30→ Series A Preferred Stock (183,971 underlying)
  • Conversion

    Series A Preferred Stock

    2015-07-14+183,971→ 183,971 total(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    → Common Stock (183,971 underlying)
  • Purchase

    Series A Preferred Stock

    2015-07-14$1.70/sh+53,465$90,907→ 67,018 total(indirect: Held by AGTC Advisors Fund, L.P.)
    → Common Stock (53,465 underlying)
  • Purchase

    Series A Preferred Stock

    2015-07-14$1.70/sh+725,725$1,233,950→ 909,696 total(indirect: Held by Applied Genomic Technology Capital Fund, L.P.)
    → Common Stock (725,725 underlying)
  • Purchase

    Series A Preferred Stock

    2015-07-14$1.70/sh+397,072$675,142→ 497,729 total(indirect: Held by Flagship Ventures Fund 2007, L.P.)
    → Common Stock (397,072 underlying)
  • Conversion

    Series A Preferred Stock

    2015-07-14+13,553→ 13,553 total(indirect: Held by AGTC Advisors Fund, L.P.)
    → Common Stock (13,553 underlying)
  • Conversion

    Series A Preferred Stock

    2015-07-14+100,657→ 100,657 total(indirect: Held by Flagship Ventures Fund 2007, L.P.)
    → Common Stock (100,657 underlying)
Footnotes (7)
  • [F1]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.
  • [F2]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.
  • [F3]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.
  • [F4]Includes shares of Series A Preferred Stock issued in payment of interest on the Convertible Note.
  • [F5]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.
  • [F6]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.
  • [F7]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.

Documents

1 file

Issuer

BG Medicine, Inc.

CIK 0001407038

→
Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0001407038

Filing Metadata

Form type
4
Filed
Jul 15, 8:00 PM ET
Accepted
Jul 16, 5:33 PM ET
Size
46.9 KB
View on SEC.gov