Statement of Changes in Beneficial Ownership (4)
December 05 2014 - 6:45PM
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
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KANIA EDWIN M JR
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2. Issuer Name
and
Ticker or Trading Symbol
BG Medicine, Inc.
[
BGMD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O FLAGSHIP VENTURES, ONE MEMORIAL DRIVE, 7TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/4/2014
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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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12/4/2014
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J
(1)
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593
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A
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$0
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593
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I
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Held by OneLiberty Advisors Fund IV, L.P.
(2)
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Common Stock
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12/4/2014
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J
(3)
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29648
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A
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$0
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30241
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I
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Held by OneLiberty Advisors Fund IV, L.P.
(2)
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Common Stock
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12/4/2014
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J
(1)
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11190
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A
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$0
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11190
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I
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Held by OneLiberty Fund IV, L.P.
(2)
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Common Stock
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12/4/2014
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J
(3)
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592959
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A
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$0
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604149
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I
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Held by OneLiberty Fund IV, L.P.
(2)
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Common Stock
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215013
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I
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Held by AGTC Advisors Fund, L.P.
(4)
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Common Stock
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2851447
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I
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Held by Applied Genomic Technology Capital Fund, L.P.
(4)
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Common Stock
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1764286
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I
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Held by Flagship Ventures Fund 2007, L.P.
(5)
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Common Stock
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4232
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I
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Held by OneLiberty Advisors Fund 2000 L.P.
(6)
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Common Stock
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80424
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I
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Held by OneLiberty Ventures 2000 L.P.
(6)
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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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Explanation of Responses:
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(
1)
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On December 4, 2014, NewcoGen Equity Investors LLC ("NEI") made a pro-rata distribution for no consideration to its members. As members of NEI, OneLiberty Advisors Fund IV, L.P. received 593 shares of Common Stock and OneLiberty Fund IV, L.P. received 11,190 shares of Common Stock.
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(
2)
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Edwin M. Kania, Jr. is a managing member of OneLiberty Partners IV LLC, which is the general partner of OneLiberty Advisors IV, L.P. ("OLA IV") and OneLiberty Fund IV, L.P. ("OLF IV"), and may be deemed to beneficially own the securities held by OLA IV and OLF IV. Mr. Kania disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
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(
3)
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On December 4, 2014, NewcoGen Group LLC ("NGG") made a pro-rata distribution for no consideration to its members. As members of NGG, OneLiberty Advisors Fund IV, L.P. received 29,648 shares of Common Stock and OneLiberty Fund IV, L.P. received 592,959 shares of Common Stock.
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(
4)
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NewcoGen Group, Inc. ("NG") is 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"). Edwin M. Kania, Jr. is a director of Flagship and may be deemed to beneficially own the securities held by the AGTC Funds. Mr. Kania disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
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(
5)
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Edwin M. Kania, Jr. is a manager 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. Mr. Kania disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
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(
6)
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Edwin M. Kania, Jr. is a managing member of OneLiberty Partners 2000, LLC, which is the general partner of OneLiberty Advisors Fund 2000 L.P. ("OLA") and OneLiberty Ventures 2000 L.P. ("OLV"), and may be deemed to beneficially own the securities held by OLA and OLV. Mr. Kania disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
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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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KANIA EDWIN M JR
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA 02142
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X
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Signatures
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/s/ Edwin M. Kania, Jr.
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12/5/2014
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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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