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Filing Details

Accession Number:: 0001181431-12-046973
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-08-22 16:21:33
Reporting Period:: 2012-08-20

Filing Date:: 2012-08-22
Accepted Time:: 2012-08-22 16:21:33
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1407038	Bg Medicine Inc.	BGMD	Services-Medical Laboratories (8071)	043506204

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1222012	Noubar Afeyan	C/O Flagship Ventures One Memorial Drive, 7Th Floor Cambridge MA 02142	Yes	No	Yes	No
1255927	Jr M Edwin Kania	C/O Flagship Ventures One Memorial Drive, 7Th Floor Cambridge MA 02142	No	No	Yes	No
1399781	Newcogen Elan Llc	C/O Flagship Ventures One Memorial Drive, 7Th Floor Cambridge MA 02142	No	No	Yes	No
1400240	Flagship Ventures Management, Inc.	C/O Flagship Ventures One Memorial Drive, 7Th Floor Cambridge MA 02142	No	No	Yes	No
1400241	Newcogen Group, Inc.	C/O Flagship Ventures One Memorial Drive, 7Th Floor Cambridge MA 02142	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2012-08-20	2,353	$0.03	278,953	No	4	X	Indirect	By NewcoGen-Elan LLC
Common Stock	Disposition	2012-08-20	13	$5.83	278,940	No	4	S	Indirect	By NewcoGen-Elan LLC
Common Stock	Acquisiton	2012-08-20	6,422	$0.02	285,362	No	4	X	Indirect	By NewcoGen-Elan LLC
Common Stock	Disposition	2012-08-20	23	$5.83	285,339	No	4	S	Indirect	By NewcoGen-Elan LLC
Common Stock	Acquisiton	2012-08-20	6,422	$0.02	291,761	No	4	X	Indirect	By NewcoGen-Elan LLC
Common Stock	Disposition	2012-08-20	23	$5.83	291,738	No	4	S	Indirect	By NewcoGen-Elan LLC
Common Stock	Acquisiton	2012-08-20	6,422	$0.02	298,160	No	4	X	Indirect	By NewcoGen-Elan LLC
Common Stock	Disposition	2012-08-20	23	$5.83	298,137	No	4	S	Indirect	By NewcoGen-Elan LLC
Common Stock	Disposition	2012-08-21	298,137	$0.00	0	No	4	J	Indirect	By NewcoGen-Elan LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	X	Indirect	By NewcoGen-Elan LLC
No	4	S	Indirect	By NewcoGen-Elan LLC
No	4	X	Indirect	By NewcoGen-Elan LLC
No	4	S	Indirect	By NewcoGen-Elan LLC
No	4	X	Indirect	By NewcoGen-Elan LLC
No	4	S	Indirect	By NewcoGen-Elan LLC
No	4	X	Indirect	By NewcoGen-Elan LLC
No	4	S	Indirect	By NewcoGen-Elan LLC
No	4	J	Indirect	By NewcoGen-Elan LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrant to Purchase Common Stock (right to buy)	Disposition	2012-08-20	2,353	$0.00	2,353	$0.03
Common Stock	Warrant to Purchase Common Stock (right to buy)	Disposition	2012-08-20	6,422	$0.00	6,422	$0.02
Common Stock	Warrant to Purchase Common Stock (right to buy)	Disposition	2012-08-20	6,422	$0.00	6,422	$0.02
Common Stock	Warrant to Purchase Common Stock (right to buy)	Disposition	2012-08-20	6,422	$0.00	6,422	$0.02

Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2016-07-10	No	4	X	Indirect
2020-03-30	No	4	X	Indirect
2020-09-27	No	4	X	Indirect
2020-11-04	No	4	X	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	526,560	Indirect	By NewcoGen Equity Investors LLC
Common Stock	92,294	Indirect	By NewcoGen-Long Reign Holding LLC
Common Stock	92,126	Indirect	By ST NewcoGen LLC
Common Stock	140,013	Indirect	By AGTC Advisors Fund, L.P.
Common Stock	2,351,447	Indirect	By Applied Genomic Technology Capital Fund, L.P.
Common Stock	2,184,800	Indirect	By NewcoGen Group LLC
Common Stock	4,232	Indirect	By OneLiberty Advisors Fund 2000 L.P.
Common Stock	80,424	Indirect	By OneLiberty Ventures 2000 L.P.
Common Stock	714,286	Indirect	By Flagship Ventures Fund 2007, L.P.

Footnotes

NewcoGen Group, Inc. ("NG") is the manager of each of NewcoGen Group LLC ("NGG"), NewcoGen Equity Investors LLC ("NEI"), NewcoGen-Elan LLC ("NGE"), NewcoGen-Long Reign Holding LLC ("NGLRH") and ST NewcoGen LLC ("STN", and together with NGG, NEI, NGE and NGLRH, the "NewcoGen Funds"). 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 the NewcoGen Funds 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.
On August 20, 2012, NGE exercised a warrant to purchase 2,353 shares of Common Stock for $0.03 per share. NGE exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 13 of the warrant shares to pay the exercise price and issuing to NGE the remaining 2,340 shares.
The price reflects the average of the closing prices of the Common Stock over the five day period prior to the exercise date.
On August 20, 2012, NGE exercised a warrant to purchase 6,422 shares of Common Stock for $0.02 per share. NGE exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 23 of the warrant shares to pay the exercise price and issuing to NGE the remaining 6,399 shares.
On August 20, 2012, NGE exercised a warrant to purchase 6,422 shares of Common Stock for $0.02 per share. NGE exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 23 of the warrant shares to pay the exercise price and issuing to NGE the remaining 6,399 shares.
On August 20, 2012, NGE exercised a warrant to purchase 6,422 shares of Common Stock for $0.02 per share. NGE exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 23 of the warrant shares to pay the exercise price and issuing to NGE the remaining 6,399 shares.
In addition to the cashless exercises of the warrants reported above, this Form 4 is being filed to report an in-kind distribution for no consideration by NGE to its sole member. 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.
Noubar Afeyan and Edwin M. Kania, Jr. are managing members of OneLiberty Partners 2000, LLC, which is the general partner of OneLiberty Advisors Fund 2000 L.P. ("OLA") and OneLiberty Ventures 2000 L.P. ("OLV"), and may be deemed to beneficially own the securities held by OLA and OLV. Each of Messrs. Afeyan and Kania disclaim beneficial ownership of the securities except to the extent of his pecuniary interest therein.
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.
This warrant is immediately exercisable.