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Filing Details

Accession Number:: 0001181431-11-009580
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-02-11 12:00:00
Reporting Period:: 2011-02-09

Filing Date:: 2011-02-11
Accepted Time:: 2011-02-11 17:34:06
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
1097546	Newcogen Equity Investors Llc	C/O Flagship Ventures One Memorial Drive, 7Th Floor Cambridge MA 02142	No	No	Yes	No
1097548	Newcogen Group Llc	C/O Flagship Ventures One Memorial Drive, 7Th Floor Cambridge MA 02142	No	No	Yes	No
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
1399780	St Newcogen Llc	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
1399783	Newcogen Pe 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
1473273	Newcogen Long Reign Holding Llc	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	2011-02-09	410,903	$0.00	410,903	No	4	C	Indirect	By NewcoGen Equity Investors LLC
Common Stock	Acquisiton	2011-02-09	79,942	$7.00	490,845	No	4	C	Indirect	By NewcoGen Equity Investors LLC
Common Stock	Acquisiton	2011-02-09	35,715	$7.00	526,560	No	4	P	Indirect	By NewcoGen Equity Investors LLC
Common Stock	Acquisiton	2011-02-09	223,746	$0.00	223,746	No	4	C	Indirect	By NewcoGen-Elan LLC
Common Stock	Acquisiton	2011-02-09	42,140	$7.00	265,886	No	4	C	Indirect	By NewcoGen-Elan LLC
Common Stock	Acquisiton	2011-02-09	10,714	$7.00	276,600	No	4	P	Indirect	By NewcoGen-Elan LLC
Common Stock	Acquisiton	2011-02-09	59,522	$0.00	59,522	No	4	C	Indirect	By NewcoGen-Long Reign Holding LLC
Common Stock	Acquisiton	2011-02-09	11,344	$7.00	70,866	No	4	C	Indirect	By NewcoGen-Long Reign Holding LLC
Common Stock	Acquisiton	2011-02-09	21,428	$7.00	92,294	No	4	P	Indirect	By NewcoGen-Long Reign Holding LLC
Common Stock	Acquisiton	2011-02-09	241,407	$0.00	241,407	No	4	C	Indirect	By NewcoGen-PE LLC
Common Stock	Acquisiton	2011-02-09	45,940	$7.00	287,347	No	4	C	Indirect	By NewcoGen-PE LLC
Common Stock	Acquisiton	2011-02-09	10,714	$7.00	298,061	No	4	P	Indirect	By NewcoGen-PE LLC
Common Stock	Acquisiton	2011-02-09	59,386	$0.00	59,386	No	4	C	Indirect	By ST NewcoGen LLC
Common Stock	Acquisiton	2011-02-09	11,312	$7.00	70,698	No	4	C	Indirect	By ST NewcoGen LLC
Common Stock	Acquisiton	2011-02-09	21,428	$7.00	92,126	No	4	P	Indirect	By ST NewcoGen LLC
Common Stock	Acquisiton	2011-02-09	125,725	$0.00	125,725	No	4	C	Indirect	By AGTC Advisors Fund, L.P.
Common Stock	Acquisiton	2011-02-09	3	$7.00	125,728	No	4	C	Indirect	By AGTC Advisors Fund, L.P.
Common Stock	Acquisiton	2011-02-09	14,285	$7.00	140,013	No	4	P	Indirect	By AGTC Advisors Fund, L.P.
Common Stock	Acquisiton	2011-02-09	2,079,975	$0.00	2,079,975	No	4	C	Indirect	By Applied Genomic Technology Capital Fund, L.P.
Common Stock	Acquisiton	2011-02-09	43	$7.00	2,080,018	No	4	C	Indirect	By Applied Genomic Technology Capital Fund, L.P.
Common Stock	Acquisiton	2011-02-09	271,429	$7.00	2,351,447	No	4	P	Indirect	By Applied Genomic Technology Capital Fund, L.P.
Common Stock	Acquisiton	2011-02-09	4,232	$0.00	4,232	No	4	C	Indirect	By OneLiberty Advisors Fund 2000 L.P.
Common Stock	Acquisiton	2011-02-09	80,424	$0.00	80,424	No	4	C	Indirect	By OneLiberty Ventures 2000 L.P.
Common Stock	Acquisiton	2011-02-09	112,077	$7.00	2,141,942	No	4	C	Indirect	By NewcoGen Group LLC
Common Stock	Acquisiton	2011-02-09	42,858	$7.00	2,184,800	No	4	P	Indirect	By NewcoGen Group LLC
Common Stock	Acquisiton	2011-02-09	714,286	$7.00	714,286	No	4	P	Indirect	By Flagship Ventures Fund 2007, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By NewcoGen Equity Investors LLC
No	4	C	Indirect	By NewcoGen Equity Investors LLC
No	4	P	Indirect	By NewcoGen Equity Investors LLC
No	4	C	Indirect	By NewcoGen-Elan LLC
No	4	C	Indirect	By NewcoGen-Elan LLC
No	4	P	Indirect	By NewcoGen-Elan LLC
No	4	C	Indirect	By NewcoGen-Long Reign Holding LLC
No	4	C	Indirect	By NewcoGen-Long Reign Holding LLC
No	4	P	Indirect	By NewcoGen-Long Reign Holding LLC
No	4	C	Indirect	By NewcoGen-PE LLC
No	4	C	Indirect	By NewcoGen-PE LLC
No	4	P	Indirect	By NewcoGen-PE LLC
No	4	C	Indirect	By ST NewcoGen LLC
No	4	C	Indirect	By ST NewcoGen LLC
No	4	P	Indirect	By ST NewcoGen LLC
No	4	C	Indirect	By AGTC Advisors Fund, L.P.
No	4	C	Indirect	By AGTC Advisors Fund, L.P.
No	4	P	Indirect	By AGTC Advisors Fund, L.P.
No	4	C	Indirect	By Applied Genomic Technology Capital Fund, L.P.
No	4	C	Indirect	By Applied Genomic Technology Capital Fund, L.P.
No	4	P	Indirect	By Applied Genomic Technology Capital Fund, L.P.
No	4	C	Indirect	By OneLiberty Advisors Fund 2000 L.P.
No	4	C	Indirect	By OneLiberty Ventures 2000 L.P.
No	4	C	Indirect	By NewcoGen Group LLC
No	4	P	Indirect	By NewcoGen Group LLC
No	4	P	Indirect	By Flagship Ventures Fund 2007, L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Disposition	2011-02-09	1,323,360	$0.00	371,027	$0.00
Common Stock	Series A Preferred Stock	Disposition	2011-02-09	798,046	$0.00	223,746	$0.00
Common Stock	Series A Preferred Stock	Disposition	2011-02-09	192,118	$0.00	53,864	$0.00
Common Stock	Series A Preferred Stock	Disposition	2011-02-09	799,747	$0.00	224,224	$0.00
Common Stock	Series A Preferred Stock	Disposition	2011-02-09	191,692	$0.00	53,741	$0.00
Common Stock	Series A Preferred Stock	Disposition	2011-02-09	366,933	$0.00	102,877	$0.00
Common Stock	Series A Preferred Stock	Disposition	2011-02-09	6,070,468	$0.00	1,701,967	$0.00
Common Stock	Series A Preferred Stock	Disposition	2011-02-09	15,097	$0.00	4,232	$0.00
Common Stock	Series A Preferred Stock	Disposition	2011-02-09	286,854	$0.00	80,424	$0.00
Common Stock	Series D Preferred Stock	Disposition	2011-02-09	66,462	$0.00	39,876	$0.00
Common Stock	Series D Preferred Stock	Disposition	2011-02-09	9,432	$0.00	5,658	$0.00
Common Stock	Series D Preferred Stock	Disposition	2011-02-09	28,641	$0.00	17,183	$0.00
Common Stock	Series D Preferred Stock	Disposition	2011-02-09	9,405	$0.00	5,645	$0.00
Common Stock	Series D Preferred Stock	Disposition	2011-02-09	38,083	$0.00	22,848	$0.00
Common Stock	Series D Preferred Stock	Disposition	2011-02-09	630,026	$0.00	378,008	$0.00
Common Stock	Convertible Promissory Notes	Disposition	2011-02-09	0	$0.00	112,077	$7.00
Common Stock	Convertible Promissory Notes	Disposition	2011-02-09	0	$0.00	79,942	$7.00
Common Stock	Convertible Promissory Notes	Disposition	2011-02-09	0	$0.00	42,140	$7.00
Common Stock	Convertible Promissory Notes	Disposition	2011-02-09	0	$0.00	11,344	$7.00
Common Stock	Convertible Promissory Notes	Disposition	2011-02-09	0	$0.00	45,940	$7.00
Common Stock	Convertible Promissory Notes	Disposition	2011-02-09	0	$0.00	11,312	$7.00
Common Stock	Convertible Promissory Notes	Disposition	2011-02-09	0	$0.00	3	$7.00
Common Stock	Convertible Promissory Notes	Disposition	2011-02-09	0	$0.00	43	$7.00
Common Stock	Warrants to Purchase Common Stock	Acquisiton	2010-09-27	46,142	$0.02	46,142	$0.02
Common Stock	Warrants to Purchase Common Stock	Acquisiton	2010-11-04	46,142	$0.02	46,142	$0.02
Common Stock	Convertible Promissory Notes	Acquisiton	2010-09-27	0	$0.00	0	$0.00
Common Stock	Convertible Promissory Notes	Acquisiton	2010-11-04	0	$0.00	0	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
46,142	2020-09-27	No	4	P	Indirect
46,142	2020-11-04	No	4	P	Indirect
0		No	4	P	Indirect
0		No	4	P	Indirect

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"), NewcoGen-PE LLC ("NGP") and ST NewcoGen LLC ("STN", and together with NGG, NEI, NGE, NGLRH and NGP, 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.
The Preferred Stock automatically converted into Common Stock upon the closing of the Issuer's initial public offering pursuant to the Issuer's Restated Certificate of Incorporation, as amended, based on the conversion rate in effect at the time of conversion. The Series A Preferred Stock converted to Common Stock on an approximately 1-for-0.2804 basis and the Series D Preferred Stock converted to Common Stock on an approximately 1-for-0.6 basis.
Reflects the shares issued as a result of the automatic conversion of the outstanding principal and accrued and unpaid interest on the Convertible Notes (defined herein) through February 9, 2011, the closing date of the Issuer's initial public offering, into Common Stock upon the closing of the Issuer's initial public offering pursuant to the terms of the Convertible Notes.
Reflects shares purchased in the Issuer's initial public offering.
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.
The Series A Preferred Stock and the Series D Preferred Stock automatically converted into shares of Common Stock upon consummation of the Issuer's initial public offering and had no expiration date.
Reflects the aggregate principal amount of convertible promissory notes (the "Convertible Notes") dated March 30, 2010, September 27, 2010 and November 4, 2010.
Not applicable.
This transaction, which occurred prior to the Issuer's initial public offering of Common Stock, is being reported as required by Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended.
Reflects the 1-for-1.6667 reverse stock split effected on November 29, 2010 in connection with the Issuer's initial public offering, pursuant to which (i) the number of shares of Common Stock underlying the warrants was divided by 1.6667 and (ii) the exercise price of the warrants was multipled by 1.6667.
The warrants became exercisable upon the closing of the Issuer's initial public offering.
Consists of the following shares of the Issuer's Common Stock underlying the warrants held by the following entities: 17,080 shares by NewcoGen Group LLC, 12,182 shares by NewcoGen Equity Investors LLC, 6,422 shares by NewcoGen-Elan LLC, 1,728 shares by NewcoGen-Long Reign Holding LLC, 7,001 shares by NewcoGen-PE LLC, 1,723 shares by ST NewcoGen LLC, 6 shares by Applied Genomic Technology Capital Fund, L.P. and 0 shares by AGTC Advisors Fund, L.P.
Consists of the following shares of the Issuer's Common Stock underlying the warrants held by the following entities: 17,080 shares by NewcoGen Group LLC, 12,182 shares by NewcoGen Equity Investors LLC, 6,422 shares by NewcoGen-Elan LLC, 1,728 shares by NewcoGen-Long Reign Holding LLC, 7,001 shares by NewcoGen-PE LLC, 1,723 shares by ST NewcoGen LLC, 6 shares by Applied Genomic Technology Capital Fund, L.P. and 0 shares by AGTC Advisors Fund, L.P.
Consists of the aggregate principal amount of the Convertible Notes dated September 27, 2010 in the following principal amounts held by the following entities: $100 by Applied Genomic Technology Capital Fund, L.P., $10 by AGTC Advisors Fund, L.P., $246,724 by NewcoGen Group LLC, $175,984 by NewcoGen Equity Investors LLC, $24,976 by NewcoGen-Long Reign Holding LLC, $101,133 by NewcoGen-PE LLC, $92,769 by NewcoGen-Elan LLC and $24,904 by ST NewcoGen LLC.
Consists of the aggregate principal amount of the Convertible Notes dated November 4, 2010 in the following principal amounts held by the following entities: $100 by Applied Genomic Technology Capital Fund, L.P., $10 by AGTC Advisors Fund, L.P., $246,724 by NewcoGen Group LLC, $175,984 by NewcoGen Equity Investors LLC, $24,976 by NewcoGen-Long Reign Holding LLC, $101,133 by NewcoGen-PE LLC, $92,769 by NewcoGen-Elan LLC and $24,904 by ST NewcoGen LLC.
The outstanding principal and accrued and unpaid interest on the Convertible Notes automatically converted into Common Stock upon the closing of the Issuer's initial public offering at $7.00 per share pursuant to the terms of the Convertible Notes.