Statement of Changes in Beneficial Ownership (4)
July 29 2015 - 3:42PM
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
*
AFEYAN NOUBAR
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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)
__
X
__ 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)
7/27/2015
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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)
___ Form filed by One Reporting Person
_
X
_ 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
(1)
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7/27/2015
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X
(2)
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53857
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A
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$0.14
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766720
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I
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Held by Applied Genomic Technology Capital Fund, L.P.
(3)
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Common Stock
(1)
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7/27/2015
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S
(2)
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3390
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D
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$2.27
(4)
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763330
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I
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Held by Applied Genomic Technology Capital Fund, L.P.
(3)
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Common Stock
(1)
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7/27/2015
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X
(5)
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4205
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A
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$0.14
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767535
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I
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Held by Applied Genomic Technology Capital Fund, L.P.
(3)
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Common Stock
(1)
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7/27/2015
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S
(5)
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265
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D
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$2.27
(4)
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767270
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I
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Held by Applied Genomic Technology Capital Fund, L.P.
(3)
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Common Stock
(1)
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7/27/2015
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X
(6)
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4205
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A
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$0.14
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771475
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I
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Held by Applied Genomic Technology Capital Fund, L.P.
(3)
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Common Stock
(1)
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7/27/2015
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S
(6)
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265
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D
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$2.27
(4)
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771210
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I
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Held by Applied Genomic Technology Capital Fund, L.P.
(3)
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Common Stock
(1)
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7/27/2015
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X
(7)
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4205
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A
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$0.14
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775415
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I
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Held by Applied Genomic Technology Capital Fund, L.P.
(3)
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Common Stock
(1)
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7/27/2015
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S
(7)
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265
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D
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$2.27
(4)
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775150
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I
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Held by Applied Genomic Technology Capital Fund, L.P.
(3)
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Common Stock
(1)
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7/27/2015
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X
(8)
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4205
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A
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$0.14
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779355
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I
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Held by Applied Genomic Technology Capital Fund, L.P.
(3)
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Common Stock
(1)
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7/27/2015
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S
(8)
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265
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D
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$2.27
(4)
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779090
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I
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Held by Applied Genomic Technology Capital Fund, L.P.
(3)
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Common Stock
(1)
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7/27/2015
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X
(9)
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8410
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A
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$0.14
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787500
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I
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Held by Applied Genomic Technology Capital Fund, L.P.
(3)
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Common Stock
(1)
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7/27/2015
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S
(9)
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530
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D
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$2.27
(4)
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786970
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I
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Held by Applied Genomic Technology Capital Fund, L.P.
(3)
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Common Stock
(1)
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43930
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D
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Common Stock
(1)
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53754
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I
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Held by AGTC Advisors Fund, L.P.
(3)
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Common Stock
(1)
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2508
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I
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Held by Atlast LP
(10)
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Common Stock
(1)
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441072
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I
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Held by Flagship Ventures Fund 2007, L.P.
(11)
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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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Warrant to Purchase Common Stock (right to buy)
(1)
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$0.14
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7/27/2015
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X
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53857
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(12)
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7/28/2015
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Common Stock
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53857
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$0
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0
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I
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Held by Applied Genomic Technology Capital Fund, L.P.
(3)
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Warrant to Purchase Common Stock (right to buy)
(1)
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$0.14
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7/27/2015
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X
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4205
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(12)
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9/8/2015
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Common Stock
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4205
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$0
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0
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I
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Held by Applied Genomic Technology Capital Fund, L.P.
(3)
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Warrant to Purchase Common Stock (right to buy)
(1)
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$0.14
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7/27/2015
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X
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4205
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(12)
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9/28/2015
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Common Stock
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4205
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$0
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0
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I
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Held by Applied Genomic Technology Capital Fund, L.P.
(3)
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Warrant to Purchase Common Stock (right to buy)
(1)
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$0.14
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7/27/2015
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X
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4205
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(12)
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11/14/2015
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Common Stock
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4205
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$0
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0
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I
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Held by Applied Genomic Technology Capital Fund, L.P.
(3)
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Warrant to Purchase Common Stock (right to buy)
(1)
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$0.14
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7/27/2015
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X
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4205
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(12)
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12/15/2015
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Common Stock
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4205
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$0
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0
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I
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Held by Applied Genomic Technology Capital Fund, L.P.
(3)
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Warrant to Purchase Common Stock (right to buy)
(1)
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$0.14
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7/27/2015
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X
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8410
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(12)
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3/10/2016
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Common Stock
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8410
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$0
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0
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I
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Held by Applied Genomic Technology Capital Fund, L.P.
(3)
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Explanation of Responses:
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(
1)
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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.
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(
2)
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On July 27, 2015, Applied Genomic Technology Capital Fund, L.P. ("AGTCF") exercised warrants to purchase 53,857 shares of Common Stock for $0.14 per share. AGTCF exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 3,390 of the warrant shares to pay the exercise price and issuing to AGTCF the remaining 50,467 shares.
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(
3)
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NewcoGen Group, Inc. ("NG") is the general partner of AGTC Partners, L.P., which is the general partner of AGTCF and AGTC Advisors Fund, L.P. ("AGTCA", and together with AGTCF, 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.
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(
4)
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The price reflects the average of the closing prices of the Common Stock over the five day period prior to the exercise date.
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(
5)
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On July 27, 2015, AGTCF exercised warrants to purchase 4,205 shares of Common Stock for $0.14 per share. AGTCF exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 265 of the warrant shares to pay the exercise price and issuing to AGTCF the remaining 3,940 shares.
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(
6)
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On July 27, 2015, AGTCF exercised warrants to purchase 4,205 shares of Common Stock for $0.14 per share. AGTCF exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 265 of the warrant shares to pay the exercise price and issuing to AGTCF the remaining 3,940 shares.
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(
7)
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On July 27, 2015, AGTCF exercised warrants to purchase 4,205 shares of Common Stock for $0.14 per share. AGTCF exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 265 of the warrant shares to pay the exercise price and issuing to AGTCF the remaining 3,940 shares.
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(
8)
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On July 27, 2015, AGTCF exercised warrants to purchase 4,205 shares of Common Stock for $0.14 per share. AGTCF exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 265 of the warrant shares to pay the exercise price and issuing to AGTCF the remaining 3,940 shares.
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(
9)
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On July 27, 2015, AGTCF exercised warrants to purchase 8,410 shares of Common Stock for $0.14 per share. AGTCF exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 530 of the warrant shares to pay the exercise price and issuing to AGTCF the remaining 7,880 shares.
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(
10)
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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.
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(
11)
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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.
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(
12)
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This warrant is immediately exercisable.
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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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AFEYAN NOUBAR
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA 02142
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X
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X
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Flagship Ventures Management, Inc.
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA 02142
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X
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NewcoGen Group, Inc.
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA 02142
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X
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Applied Genomic Technology Capital Fund LP
C/O FLAGSHIP VENTURES
ONE MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA 02142
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X
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AGTC Partners, L.P.
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/ Noubar B. Afeyan, Ph.D.
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7/29/2015
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**
Signature of Reporting Person
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Date
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/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for Flagship Ventures Management, Inc.
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7/29/2015
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**
Signature of Reporting Person
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Date
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/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for NewcoGen Group, Inc.
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7/29/2015
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**
Signature of Reporting Person
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Date
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/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for Applied Genomic Technology Capital Fund, L.P.
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7/29/2015
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**
Signature of Reporting Person
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Date
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/s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for AGTC Partners, L.P.
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7/29/2015
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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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