SEC Form 4 · accession 0001181431-15-008767
BG Medicine, Inc. · BGMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
AGTC ADVISORS FUND LP
10% Owner
Noubar Afeyan
Director · 10% Owner
Edwin M Kania Jr.
10% Owner
Flagship Ventures Management, Inc.
10% Owner
NewcoGen Group, Inc.
10% Owner
AGTC Partners, L.P.
10% Owner
Flagship Ventures Fund 2007, L.P.
10% Owner
Period of report
Jul 14, 2015
Accepted (ET)
Jul 16, 2015 · 5:33 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001407038
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Secured Convertible Promissory NoteF1,F2,F3 | $1.7003 | Jul 14, 2015 | J | — | A | Jul 14, 2015 | Sep 30, 2015 | Series A Preferred Stock | 181,431 | — | I |
| Secured Convertible Promissory NoteF1,F2,F3,F4 | $1.7003 | Jul 14, 2015 | C | — | D | Jul 14, 2015 | Sep 30, 2015 | Series A Preferred Stock | 183,971 | — | I |
| Series A Preferred StockF1,F3,F5,F6 | — | Jul 14, 2015 | C | 183,971 | A | — | — | Common Stock | 183,971 | 183,971 | I |
| Series A Preferred StockF1,F3,F5,F6 | — | Jul 14, 2015 | P | 725,725 | A | — | — | Common Stock | 725,725 | 909,696 | I |
| Secured Convertible Promissory NoteF1,F2,F3 | $1.7003 | Jul 14, 2015 | J | — | A | Jul 14, 2015 | Sep 30, 2015 | Series A Preferred Stock | 13,366 | — | I |
| Secured Convertible Promissory NoteF1,F2,F3,F4 | $1.7003 | Jul 14, 2015 | C | — | D | Jul 14, 2015 | Sep 30, 2015 | Series A Preferred Stock | 13,553 | — | I |
| Series A Preferred StockF1,F3,F5,F6 | — | Jul 14, 2015 | C | 13,553 | A | — | — | Common Stock | 13,553 | 13,553 | I |
| Series A Preferred StockF1,F3,F5,F6 | — | Jul 14, 2015 | P | 53,465 | A | — | — | Common Stock | 53,465 | 67,018 | I |
| Secured Convertible Promissory NoteF1,F2,F7 | $1.7003 | Jul 14, 2015 | J | — | A | Jul 14, 2015 | Sep 30, 2015 | Series A Preferred Stock | 99,267 | — | I |
| Secured Convertible Promissory NoteF1,F2,F7,F4 | $1.7003 | Jul 14, 2015 | C | — | D | Jul 14, 2015 | Sep 30, 2015 | Series A Preferred Stock | 100,657 | — | I |
| Series A Preferred StockF1,F7,F5,F6 | — | Jul 14, 2015 | C | 100,657 | A | — | — | Common Stock | 100,657 | 100,657 | I |
| Series A Preferred StockF1,F7,F5,F6 | — | Jul 14, 2015 | P | 397,072 | A | — | — | Common Stock | 397,072 | 497,729 | I |
Explanation of responses
- F1Share 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.
- F2On 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.
- F3NewcoGen 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.
- F4Includes shares of Series A Preferred Stock issued in payment of interest on the Convertible Note.
- F5Each 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.
- F6The 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.
- F7Noubar 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.