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Filing Details

Accession Number:: 0001181431-14-038231
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-12-05 18:43:13
Reporting Period:: 2014-12-03

Filing Date:: 2014-12-05
Accepted Time:: 2014-12-05 18:43:13
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1407038	Bg Medicine Inc.	BGMD	In Vitro & In Vivo Diagnostic Substances (2835)	043506204

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
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
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	2014-12-03	17,080	$0.02	2,451,880	No	4	X	Indirect	Held by NewcoGen Group LLC
Common Stock	Disposition	2014-12-03	616	$0.46	2,451,264	No	4	S	Indirect	Held by NewcoGen Group LLC
Common Stock	Acquisiton	2014-12-03	17,080	$0.02	2,468,344	No	4	X	Indirect	Held by NewcoGen Group LLC
Common Stock	Disposition	2014-12-03	616	$0.46	2,467,728	No	4	S	Indirect	Held by NewcoGen Group LLC
Common Stock	Acquisiton	2014-12-03	17,080	$0.02	2,484,808	No	4	X	Indirect	Held by NewcoGen Group LLC
Common Stock	Disposition	2014-12-03	616	$0.46	2,484,192	No	4	S	Indirect	Held by NewcoGen Group LLC
Common Stock	Disposition	2014-12-04	2,484,192	$0.00	0	No	4	J	Indirect	Held by NewcoGen Group LLC
Common Stock	Acquisiton	2014-12-04	164,528	$0.00	175,718	No	4	J	Direct
Common Stock	Acquisiton	2014-12-04	10,029	$0.00	10,029	No	4	J	Indirect	Held by Atlast LP

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	X	Indirect	Held by NewcoGen Group LLC
No	4	S	Indirect	Held by NewcoGen Group LLC
No	4	X	Indirect	Held by NewcoGen Group LLC
No	4	S	Indirect	Held by NewcoGen Group LLC
No	4	X	Indirect	Held by NewcoGen Group LLC
No	4	S	Indirect	Held by NewcoGen Group LLC
No	4	J	Indirect	Held by NewcoGen Group LLC
No	4	J	Direct
No	4	J	Indirect	Held by Atlast LP

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	2014-12-03	17,080	$0.00	17,080	$0.02
Common Stock	Warrant to Purchase Common Stock (right to buy)	Disposition	2014-12-03	17,080	$0.00	17,080	$0.02
Common Stock	Warrant to Purchase Common Stock (right to buy)	Disposition	2014-12-03	17,080	$0.00	17,080	$0.02

Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
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	215,013	Indirect	Held by AGTC Advisors Fund, L.P.
Common Stock	2,851,447	Indirect	Held by Applied Genomic Technology Capital Fund, L.P.
Common Stock	1,764,286	Indirect	Held by Flagship Ventures Fund 2007, L.P.

Footnotes

NewcoGen Group, Inc. ("NG") is the manager of NewcoGen Group LLC ("NGG"). 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 NGG 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 December 3, 2014, NGG exercised a warrant to purchase 17,080 shares of Common Stock for $0.02 per share. NGG exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 616 of the warrant shares to pay the exercise price and issuing to NGG the remaining 16,464 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 December 3, 2014, NGG exercised a warrant to purchase 17,080 shares of Common Stock for $0.02 per share. NGG exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 616 of the warrant shares to pay the exercise price and issuing to NGG the remaining 16,464 shares.
On December 3, 2014, NGG exercised a warrant to purchase 17,080 shares of Common Stock for $0.02 per share. NGG exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 616 of the warrant shares to pay the exercise price and issuing to NGG the remaining 16,464 shares.
In addition to the cashless exercises of the warrants reported above, this Form 4 is being filed to report a pro-rata distribution by NGG for no consideration to its members. As members of NGG, Noubar Afeyan received 164,528 shares of Common Stock and Atlast LP received 10,029 shares of Common Stock in the distribution. 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 is the general partner of Atlast LP and may be deemed to beneficially own the securities held by Atlast LP. Mr. Afeyan disclaims 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.