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Filing Details

Accession Number:: 0001181431-15-008835
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-07-29 16:46:59
Reporting Period:: 2015-07-27

Filing Date:: 2015-07-29
Accepted Time:: 2015-07-29 16:46:59
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
1131095	Agtc Advisors Fund Lp	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
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
1419730	Agtc Partners, L.p.	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	2015-07-27	3,256	$0.14	57,010	No	4	X	Indirect	Held by AGTC Advisors Fund, L.P.
Common Stock	Disposition	2015-07-27	206	$2.27	56,804	No	4	S	Indirect	Held by AGTC Advisors Fund, L.P.
Common Stock	Acquisiton	2015-07-27	254	$0.14	57,058	No	4	X	Indirect	Held by AGTC Advisors Fund, L.P.
Common Stock	Disposition	2015-07-27	16	$2.27	57,042	No	4	S	Indirect	Held by AGTC Advisors Fund, L.P.
Common Stock	Acquisiton	2015-07-27	254	$0.14	57,296	No	4	X	Indirect	Held by AGTC Advisors Fund, L.P.
Common Stock	Disposition	2015-07-27	16	$2.27	57,280	No	4	S	Indirect	Held by AGTC Advisors Fund, L.P.
Common Stock	Acquisiton	2015-07-27	254	$0.14	57,534	No	4	X	Indirect	Held by AGTC Advisors Fund, L.P.
Common Stock	Disposition	2015-07-27	16	$2.27	57,518	No	4	S	Indirect	Held by AGTC Advisors Fund, L.P.
Common Stock	Acquisiton	2015-07-27	254	$0.14	57,772	No	4	X	Indirect	Held by AGTC Advisors Fund, L.P.
Common Stock	Disposition	2015-07-27	16	$2.27	57,756	No	4	S	Indirect	Held by AGTC Advisors Fund, L.P.
Common Stock	Acquisiton	2015-07-27	508	$0.14	58,264	No	4	X	Indirect	Held by AGTC Advisors Fund, L.P.
Common Stock	Disposition	2015-07-27	32	$2.27	58,232	No	4	S	Indirect	Held by AGTC Advisors Fund, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	X	Indirect	Held by AGTC Advisors Fund, L.P.
No	4	S	Indirect	Held by AGTC Advisors Fund, L.P.
No	4	X	Indirect	Held by AGTC Advisors Fund, L.P.
No	4	S	Indirect	Held by AGTC Advisors Fund, L.P.
No	4	X	Indirect	Held by AGTC Advisors Fund, L.P.
No	4	S	Indirect	Held by AGTC Advisors Fund, L.P.
No	4	X	Indirect	Held by AGTC Advisors Fund, L.P.
No	4	S	Indirect	Held by AGTC Advisors Fund, L.P.
No	4	X	Indirect	Held by AGTC Advisors Fund, L.P.
No	4	S	Indirect	Held by AGTC Advisors Fund, L.P.
No	4	X	Indirect	Held by AGTC Advisors Fund, L.P.
No	4	S	Indirect	Held by AGTC Advisors Fund, L.P.

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	2015-07-27	3,256	$0.00	3,256	$0.14
Common Stock	Warrant to Purchase Common Stock (right to buy)	Disposition	2015-07-27	254	$0.00	254	$0.14
Common Stock	Warrant to Purchase Common Stock (right to buy)	Disposition	2015-07-27	254	$0.00	254	$0.14
Common Stock	Warrant to Purchase Common Stock (right to buy)	Disposition	2015-07-27	254	$0.00	254	$0.14
Common Stock	Warrant to Purchase Common Stock (right to buy)	Disposition	2015-07-27	254	$0.00	254	$0.14
Common Stock	Warrant to Purchase Common Stock (right to buy)	Disposition	2015-07-27	508	$0.00	508	$0.14

Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2015-07-28	No	4	X	Indirect
2015-09-08	No	4	X	Indirect
2015-09-28	No	4	X	Indirect
2015-11-14	No	4	X	Indirect
2015-12-15	No	4	X	Indirect
2016-03-10	No	4	X	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	43,930	Direct
Common Stock	786,970	Indirect	Held by Applied Genomic Technology Capital Fund, L.P.
Common Stock	2,508	Indirect	Held by Atlast LP
Common Stock	441,072	Indirect	Held by Flagship Ventures Fund 2007, L.P.

Footnotes

Share 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.
On July 27, 2015, AGTC Advisors Fund, L.P. ("AGTCA") exercised warrants to purchase 3,256 shares of Common Stock for $0.14 per share. AGTCA exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 206 of the warrant shares to pay the exercise price and issuing to AGTCA the remaining 3,050 shares.
NewcoGen Group, Inc. ("NG") is the general partner of AGTC Partners, L.P., which is the general partner of 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 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.
The price reflects the average of the closing prices of the Common Stock over the five day period prior to the exercise date.
On July 27, 2015, AGTCA exercised warrants to purchase 254 shares of Common Stock for $0.14 per share. AGTCA exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 16 of the warrant shares to pay the exercise price and issuing to AGTCA the remaining 238 shares.
On July 27, 2015, AGTCA exercised warrants to purchase 254 shares of Common Stock for $0.14 per share. AGTCA exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 16 of the warrant shares to pay the exercise price and issuing to AGTCA the remaining 238 shares.
On July 27, 2015, AGTCA exercised warrants to purchase 254 shares of Common Stock for $0.14 per share. AGTCA exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 16 of the warrant shares to pay the exercise price and issuing to AGTCA the remaining 238 shares.
On July 27, 2015, AGTCA exercised warrants to purchase 254 shares of Common Stock for $0.14 per share. AGTCA exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 16 of the warrant shares to pay the exercise price and issuing to AGTCA the remaining 238 shares.
On July 27, 2015, AGTCA exercised warrants to purchase 508 shares of Common Stock for $0.14 per share. AGTCA exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 32 of the warrant shares to pay the exercise price and issuing to AGTCA the remaining 476 shares.
Noubar 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.
Noubar 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.
This warrant is immediately exercisable.