Statement of Changes in Beneficial Ownership (4)
December 07 2012 - 3:46PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Dipp Michelle
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2. Issuer Name
and
Ticker or Trading Symbol
OvaScience, Inc.
[
OVAS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and CEO
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(Last)
(First)
(Middle)
C/O OVASCIENCE, INC., 215 FIRST ST., SUITE 240
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/5/2012
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(Street)
CAMBRIDGE, MA 02142
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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12/5/2012
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A
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128205
(1)
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A
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$0.00
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830132
(2)
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D
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Common Stock
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3301127
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I
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by Longwood Fund, LP
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option
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$7.80
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12/5/2012
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A
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339313
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(4)
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12/4/2022
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Common Stock
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339313
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$0.00
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339313
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D
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Explanation of Responses:
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(
1)
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Each restricted stock unit ("RSU") represents the right to receive one share of common stock upon vesting. The RSU vests as to 12.5% of the original number of shares (the "Shares") on March 31, 2013 and as to an additional 12.5% of the Shares each successive three-month period thereafter, until December 31, 2014.
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(
2)
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Represents 701,927 shares of common stock and 128,205 RSUs.
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(
3)
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Longwood Fund GP, LLC is the ultimate general partner of the Longwood Fund, LP. Voting and investment power with respect to the shares held in Longwood Fund, LP are vested in Richard Aldrich, Michelle Dipp, M.D., Ph.D. and Christoph Westphal, M.D., Ph.D. (collectively, the "Managers"), the managers of the Longwood Fund GP, LLC. Each of the Managers disclaims beneficial ownership of the Longwood Fund shares, except in their respective pecuniary interest therein, and the inclusion of these shares in the report shall not be deemed an admission of beneficial ownership of the shares for purposes of Section 16 or for any other purpose.
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(
4)
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The stock option will become exercisable as to 6.25% of the Shares at the end of each successive three-month period following the Vesting Commencement Date until the fourth anniversary of the Vesting Commencement Date. For purposes of this stock option grant, "Vesting Commencement Date" shall mean December 31, 2012.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Dipp Michelle
C/O OVASCIENCE, INC.
215 FIRST ST., SUITE 240
CAMBRIDGE, MA 02142
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X
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X
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President and CEO
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Signatures
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/s/ Michael Flanagan, Attorney-in-Fact
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12/7/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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