FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

AFEYAN NOUBAR 		2. Issuer Name and Ticker or Trading Symbol

BG Medicine, Inc. [ BGMD ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O FLAGSHIP VENTURES, ONE MEMORIAL DRIVE, 7TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/3/2014
(Street)

CAMBRIDGE, MA 02142
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   12/3/2014     X    12021   A $.04   663581   I   Held by NewcoGen Equity Investors LLC   (1)
Common Stock   12/3/2014     S (2)    927   D $.46   (3) 662654   I   Held by NewcoGen Equity Investors LLC   (1)
Common Stock   12/3/2014     X    5988   A $.02   668642   I   Held by NewcoGen Equity Investors LLC   (1)
Common Stock   12/3/2014     S (4)    216   D $.46   (3) 668426   I   Held by NewcoGen Equity Investors LLC   (1)
Common Stock   12/3/2014     X    12183   A $0.02   680609   I   Held by NewcoGen Equity Investors LLC   (1)
Common Stock   12/3/2014     S (5)    440   D $0.46   (3) 680169   I   Held by NewcoGen Equity Investors LLC   (1)
Common Stock   12/3/2014     X    12183   A $.02   692352   I   Held by NewcoGen Equity Investors LLC   (1)
Common Stock   12/3/2014     S (6)    440   D $0.46   (3) 691912   I   Held by NewcoGen Equity Investors LLC   (1)
Common Stock   12/3/2014     X    12183   A $.02   704095   I   Held by NewcoGen Equity Investors LLC   (1)
Common Stock   12/3/2014     S (7)    440   D $0.46   (3) 703655   I   Held by NewcoGen Equity Investors LLC   (1)
Common Stock   12/4/2014     J (8)    703655   D $0   0   I   Held by NewcoGen Equity Investors LLC   (1)
Common Stock   12/4/2014     J (8)    11190   A $0   0   D    
Common Stock                  2434800   I   Held by NewcoGen Group LLC   (1)
Common Stock                  215013   I   Held by AGTC Advisors Fund, L.P.   (1)
Common Stock                  2851447   I   Held by Applied Genomic Technology Capital Fund, L.P.   (1)
Common Stock                  1764286   I   Held by Flagship Ventures Fund 2007, L.P.   (9)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to Purchase Common Stock (right to buy)   $.04   12/3/2014     X         12021      (10) 7/10/2016   Common Stock   12021   $0   0   I   Held by NewcoGen Equity Investors LLC   (1)
Warrant to Purchase Common Stock (right to buy)   $.02   12/3/2014     X         5988      (10) 3/28/2018   Common Stock   5988   $0   0   I   Held by NewcoGen Equity Investors LLC   (1)
Warrant to Purchase Common Stock (right to buy)   $.02   12/3/2014     X         12183      (10) 3/30/2020   Common Stock   12183   $0   0   I   Held by NewcoGen Equity Investors LLC   (1)
Warrant to Purchase Common Stock (right to buy)   $.02   12/3/2014     X         12183      (10) 9/27/2020   Common Stock   12183   $0   0   I   Held by NewcoGen Equity Investors LLC   (1)
Warrant to Purchase Common Stock (right to buy)   $.02   12/3/2014     X         12183      (10) 11/4/2020   Common Stock   12183   $0   0   I   Held by NewcoGen Equity Investors LLC   (1)

Explanation of Responses:
( 1)  NewcoGen Group, Inc. ("NG") is the manager of each of NewcoGen Group LLC ("NGG") and NewcoGen Equity Investors LLC ("NEI", and together with NGG, the "NewcoGen Funds"). 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 the NewcoGen Funds 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.
( 2)  On December 3, 2014, NEI exercised a warrant to purchase 12,021 shares of Common Stock for $0.04 per share. NEI exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 927 of the warrant shares to pay the exercise price and issuing to NEI the remaining 11,094 shares.
( 3)  The price reflects the average of the closing prices of the Common Stock over the five day period prior to the exercise date.
( 4)  On December 3, 2014, NEI exercised a warrant to purchase 5,988 shares of Common Stock for $0.02 per share. NEI exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 216 of the warrant shares to pay the exercise price and issuing to NEI the remaining 5,772 shares.
( 5)  On December 3, 2014, NEI exercised a warrant to purchase 12,183 shares of Common Stock for $0.02 per share. NEI exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 440 of the warrant shares to pay the exercise price and issuing to NEI the remaining 11,743 shares.
( 6)  On December 3, 2014, NEI exercised a warrant to purchase 12,183 shares of Common Stock for $0.02 per share. NEI exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 440 of the warrant shares to pay the exercise price and issuing to NEI the remaining 11,743 shares.
( 7)  On December 3, 2014, NEI exercised a warrant to purchase 12,183 shares of Common Stock for $0.02 per share. NEI exercised the warrant on a cashless basis, resulting in the Issuer's withholding of 440 of the warrant shares to pay the exercise price and issuing to NEI the remaining 11,743 shares.
( 8)  In addition to the cashless exercises of the warrants reported above, this Form 4 is being filed to report a pro-rata distribution by NEI for no consideration to its members. As a member of NEI, Mr. Afeyan received 11,190 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.
( 9)  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.
( 10)  This warrant is immediately exercisable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
AFEYAN NOUBAR
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA 02142 		X X

NEWCOGEN EQUITY INVESTORS LLC
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA 02142
X

KANIA EDWIN M JR
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA 02142
X

Flagship Ventures Management, Inc.
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA 02142
X

NewcoGen Group, Inc.
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA 02142
X


Signatures
/s/ Noubar Afeyan 12/5/2014
** Signature of Reporting Person Date

/s/ Noubar Afeyan, Authorized Signatory for NewcoGen Equity Investors LLC 12/5/2014
** Signature of Reporting Person Date

/s/ Edwin M. Kania, Jr. 12/5/2014
** Signature of Reporting Person Date

/s/ Noubar Afeyan, Authorized Signatory for Flagship Ventures Management, Inc. 12/5/2014
** Signature of Reporting Person Date

/s/ Noubar Afeyan, Authorized Signatory for NewcoGen Group, Inc. 12/5/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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