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Filing Details

Accession Number:: 0001181431-11-009589
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-02-11 17:37:29
Reporting Period:: 2011-02-09

Filing Date:: 2011-02-11
Accepted Time:: 2011-02-11 17:37:29
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
1419267	Pieter Meer Der Van	C/O Bg Medicine, Inc. 610 Lincoln Street North Waltham MA 02451	Yes	No	Yes	No
1419957	B.v. Fund Agribusiness & Food Europe Gilde	C/O Bg Medicine, Inc. 610 Lincoln Street North Waltham MA 02451	No	No	Yes	No
1420095	Olivier Marc Perret	C/O Bg Medicine, Inc. 610 Lincoln Street North Waltham MA 02451	No	No	Yes	No
1420104	Edwin Graaf De	C/O Bg Medicine, Inc. 610 Lincoln Street North Waltham MA 02451	No	No	Yes	No
1420105	B.v. Management Agribusiness Gilde	C/O Bg Medicine, Inc. 610 Lincoln Street North Waltham MA 02451	No	No	Yes	No
1420106	B.v. Holding Healthcare Gilde	C/O Bg Medicine, Inc. 610 Lincoln Street North Waltham MA 02451	No	No	Yes	No
1507468	C.v. Ii Partners Agribusiness & Food Europe Gilde	C/O Bg Medicine, Inc. 610 Lincoln Street North Waltham MA 02451	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	1,541,125	$0.00	1,541,125	No	4	C	Indirect	By Gilde Europe Food & Agribusiness Fund B.V.
Common Stock	Acquisiton	2011-02-09	151,450	$7.00	1,692,575	No	4	C	Indirect	By Gilde Europe Food & Agribusiness Fund B.V.
Common Stock	Acquisiton	2011-02-09	142,857	$7.00	1,835,432	No	4	P	Indirect	By Gilde Europe Food & Agribusiness Fund B.V.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By Gilde Europe Food & Agribusiness Fund B.V.
No	4	C	Indirect	By Gilde Europe Food & Agribusiness Fund B.V.
No	4	P	Indirect	By Gilde Europe Food & Agribusiness Fund B.V.

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	4,711,820	$0.00	1,321,045	$0.00
Common Stock	Series D Preferred Stock	Disposition	2011-02-09	366,809	$0.00	220,080	$0.00
Common Stock	Convertible Promissory Notes	Disposition	2011-02-09	0	$0.00	151,450	$7.00
Common Stock	Warrant to Purchase Common Stock	Acquisiton	2010-09-27	23,080	$0.02	23,080	$0.02
Common Stock	Warrant to Purchase Common Stock	Acquisiton	2010-11-04	23,080	$0.02	23,080	$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	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
23,080	2020-09-27	No	4	P	Indirect
23,080	2020-11-04	No	4	P	Indirect
0		No	4	P	Indirect
0		No	4	P	Indirect

Footnotes

The manager of Gilde Europe Food & Agribusiness Fund B.V. is Gilde Agribusiness Management B.V., which is indirectly owned by three managing partners, Pieter van der Meer, Edwin de Graaf and Marc Olivier Perret, through a holding entity, Gilde Healthcare Holding B.V. Gilde Healthcare Holding B.V. is owned in equal thirds by the three managing partners. Gilde Europe Food & Agribusiness Partners II C.V. has a 20% carried interest in Gilde Europe Food & Agribusiness Fund B.V. Pieter van der Meer, Edwin de Graaf and Marc Olivier Perret together have a controlling interest in Gilde Europe Food & Agribusiness Partners II C.V. Each of Pieter van der Meer, Edwin de Graaf, and Marc Olivier Perret 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.
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 April 1, 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.