SEC Form 3 · accession 0001181431-15-008765
BG Medicine, Inc. · BGMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Flagship Ventures Fund 2007, L.P.
10% Owner
Period of report
Jul 14, 2015
Accepted (ET)
Jul 16, 2015 · 5:27 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001407038
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | holding | — | — | — | 441,071 | I | Held by Flagship Ventures Fund 2007, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF2,F4,F3 | — | holding | — | — | — | — | — | Common Stock | 497,729 | — | I |
Explanation of responses
- F1Share amounts reflect a 1-for-4 reverse split of the Issuer's common stock on July 8, 2015.
- F2Flagship Ventures 2007 General Partner, LLC 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.
- F3The 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.
- F4Each 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.