SEC Form 4 · accession 0001181431-15-008833
BG Medicine, Inc. · BGMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Noubar Afeyan
Director · 10% Owner
Flagship Ventures Management, Inc.
10% Owner
NewcoGen Group, Inc.
10% Owner
AGTC Partners, L.P.
10% Owner
Period of report
Jul 27, 2015
Accepted (ET)
Jul 29, 2015 · 4:41 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,F3 | Jul 27, 2015 | X | 53,857 | $0.14 | A | 766,720 | I | Held by Applied Genomic Technology Capital Fund, L.P. |
| Common StockF1,F4,F3 | Jul 27, 2015 | S | 3,390 | $2.27 | D | 763,330 | I | Held by Applied Genomic Technology Capital Fund, L.P. |
| Common StockF1,F3 | Jul 27, 2015 | X | 4,205 | $0.14 | A | 767,535 | I | Held by Applied Genomic Technology Capital Fund, L.P. |
| Common StockF1,F4,F3 | Jul 27, 2015 | S | 265 | $2.27 | D | 767,270 | I | Held by Applied Genomic Technology Capital Fund, L.P. |
| Common StockF1,F3 | Jul 27, 2015 | X | 4,205 | $0.14 | A | 771,475 | I | Held by Applied Genomic Technology Capital Fund, L.P. |
| Common StockF1,F4,F3 | Jul 27, 2015 | S | 265 | $2.27 | D | 771,210 | I | Held by Applied Genomic Technology Capital Fund, L.P. |
| Common StockF1,F3 | Jul 27, 2015 | X | 4,205 | $0.14 | A | 775,415 | I | Held by Applied Genomic Technology Capital Fund, L.P. |
| Common StockF1,F4,F3 | Jul 27, 2015 | S | 265 | $2.27 | D | 775,150 | I | Held by Applied Genomic Technology Capital Fund, L.P. |
| Common StockF1,F3 | Jul 27, 2015 | X | 4,205 | $0.14 | A | 779,355 | I | Held by Applied Genomic Technology Capital Fund, L.P. |
| Common StockF1,F4,F3 | Jul 27, 2015 | S | 265 | $2.27 | D | 779,090 | I | Held by Applied Genomic Technology Capital Fund, L.P. |
| Common StockF1,F3 | Jul 27, 2015 | X | 8,410 | $0.14 | A | 787,500 | I | Held by Applied Genomic Technology Capital Fund, L.P. |
| Common StockF1,F4,F3 | Jul 27, 2015 | S | 530 | $2.27 | D | 786,970 | I | Held by Applied Genomic Technology Capital Fund, L.P. |
| Common StockF1 | holding | — | — | — | 43,930 | D | ||
| Common StockF1,F3 | holding | — | — | — | 53,754 | I | Held by AGTC Advisors Fund, L.P. | |
| Common StockF1,F10 | holding | — | — | — | 2,508 | I | Held by Atlast LP | |
| Common StockF1,F11 | holding | — | — | — | 441,072 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant to Purchase Common Stock (right to buy)F1,F3,F12 | $0.14 | Jul 27, 2015 | X | 53,857 | D | — | Jul 28, 2015 | Common Stock | 53,857 | 0 | I |
| Warrant to Purchase Common Stock (right to buy)F1,F3,F12 | $0.14 | Jul 27, 2015 | X | 4,205 | D | — | Sep 8, 2015 | Common Stock | 4,205 | 0 | I |
| Warrant to Purchase Common Stock (right to buy)F1,F3,F12 | $0.14 | Jul 27, 2015 | X | 4,205 | D | — | Sep 28, 2015 | Common Stock | 4,205 | 0 | I |
| Warrant to Purchase Common Stock (right to buy)F1,F3,F12 | $0.14 | Jul 27, 2015 | X | 4,205 | D | — | Nov 14, 2015 | Common Stock | 4,205 | 0 | I |
| Warrant to Purchase Common Stock (right to buy)F1,F3,F12 | $0.14 | Jul 27, 2015 | X | 4,205 | D | — | Dec 15, 2015 | Common Stock | 4,205 | 0 | I |
| Warrant to Purchase Common Stock (right to buy)F1,F3,F12 | $0.14 | Jul 27, 2015 | X | 8,410 | D | — | Mar 10, 2016 | Common Stock | 8,410 | 0 | 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.
- F10Noubar B. Afeyan, Ph.D. is the general partner of Atlast LP and may be deemed to beneficially own the securities held by Atlast LP. Dr. Afeyan disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
- F11Noubar 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.
- F12This warrant is immediately exercisable.
- F2On July 27, 2015, Applied Genomic Technology Capital Fund, L.P. ("AGTCF") exercised warrants to purchase 53,857 shares of Common Stock for $0.14 per share. AGTCF exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 3,390 of the warrant shares to pay the exercise price and issuing to AGTCF the remaining 50,467 shares.
- F3NewcoGen Group, Inc. ("NG") is the general partner of AGTC Partners, L.P., which is the general partner of AGTCF and AGTC Advisors Fund, L.P. ("AGTCA", and together with AGTCF, 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 the AGTC Funds. Dr. Afeyan disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
- F4The price reflects the average of the closing prices of the Common Stock over the five day period prior to the exercise date.
- F5On July 27, 2015, AGTCF exercised warrants to purchase 4,205 shares of Common Stock for $0.14 per share. AGTCF exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 265 of the warrant shares to pay the exercise price and issuing to AGTCF the remaining 3,940 shares.
- F6On July 27, 2015, AGTCF exercised warrants to purchase 4,205 shares of Common Stock for $0.14 per share. AGTCF exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 265 of the warrant shares to pay the exercise price and issuing to AGTCF the remaining 3,940 shares.
- F7On July 27, 2015, AGTCF exercised warrants to purchase 4,205 shares of Common Stock for $0.14 per share. AGTCF exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 265 of the warrant shares to pay the exercise price and issuing to AGTCF the remaining 3,940 shares.
- F8On July 27, 2015, AGTCF exercised warrants to purchase 4,205 shares of Common Stock for $0.14 per share. AGTCF exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 265 of the warrant shares to pay the exercise price and issuing to AGTCF the remaining 3,940 shares.
- F9On July 27, 2015, AGTCF exercised warrants to purchase 8,410 shares of Common Stock for $0.14 per share. AGTCF exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 530 of the warrant shares to pay the exercise price and issuing to AGTCF the remaining 7,880 shares.