Filing Details
- Accession Number:
- 0001181431-11-009573
- 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 17:31:12
- 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 | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1202098 | Stelios Papadopoulos | C/O Bg Medicine, Inc. 610 Lincoln Street North Waltham MA 02451 | Yes | No | No | No |
Reported Non-Derivative Transactions
| 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 | 337,827 | $0.00 | 337,827 | No | 4 | C | Direct | |
| Common Stock | Acquisiton | 2011-02-09 | 37,907 | $7.00 | 375,734 | No | 4 | C | Direct | |
| Common Stock | Acquisiton | 2011-02-09 | 75,000 | $7.00 | 450,734 | No | 4 | P | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Direct | |
| No | 4 | C | Direct | |
| No | 4 | P | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Series A Preferred Stock | Disposition | 2011-02-09 | 1,032,902 | $0.00 | 289,593 | $0.00 |
| Common Stock | Series D Preferred Stock | Disposition | 2011-02-09 | 80,393 | $0.00 | 48,234 | $0.00 |
| Common Stock | Convertible Promissory Notes | Disposition | 2011-02-09 | 0 | $0.00 | 37,907 | $7.00 |
| Common Stock | Warrant to Purchase Common Stock | Acquisiton | 2010-09-27 | 5,773 | $0.02 | 5,773 | $0.02 |
| Common Stock | Warrant to Purchase Common Stock | Acquisiton | 2010-11-04 | 5,773 | $0.02 | 5,773 | $0.02 |
| Common Stock | Convertible Promissory Note | Acquisiton | 2010-09-27 | 0 | $0.00 | 0 | $0.00 |
| Common Stock | Convertible Promissory Note | Acquisiton | 2010-11-04 | 0 | $0.00 | 0 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | No | 4 | C | Direct | ||
| 0 | No | 4 | C | Direct | ||
| 0 | No | 4 | C | Direct | ||
| 5,773 | 2020-09-27 | No | 4 | P | Direct | |
| 5,773 | 2020-11-04 | No | 4 | P | Direct | |
| 0 | No | 4 | P | Direct | ||
| 0 | No | 4 | P | Direct |
Footnotes
- 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.
- 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.
- 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 warrant was divided by 1.6667 and (ii) the exercise price of the warrant was multipled by 1.6667.
- The warrant became exercisable upon the closing of the Issuer's initial public offering.
- Not applicable.
- 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.
- Reflects the principal amount of the Convertible Note.
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