Sec Form 4 Filing - AFEYAN NOUBAR @ BG Medicine, Inc. - 2015-07-27

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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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/YY) 07/27/2015 (Street) CAMBRIDGE, MA02142 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 ( 1 ) 07/27/2015 X( 2 ) 3,256 A $ 0.14 57,010 I Held by AGTC Advisors Fund, L.P. ( 3 ) Common Stock ( 1 ) 07/27/2015 S( 2 ) 206 D $ 2.27 ( 4 ) 56,804 I Held by AGTC Advisors Fund, L.P. ( 3 ) Common Stock ( 1 ) 07/27/2015 X( 5 ) 254 A $ 0.14 57,058 I Held by AGTC Advisors Fund, L.P. ( 3 ) Common Stock ( 1 ) 07/27/2015 S( 5 ) 16 D $ 2.27 ( 4 ) 57,042 I Held by AGTC Advisors Fund, L.P. ( 3 ) Common Stock ( 1 ) 07/27/2015 X( 6 ) 254 A $ 0.14 57,296 I Held by AGTC Advisors Fund, L.P. ( 3 ) Common Stock ( 1 ) 07/27/2015 S( 6 ) 16 D $ 2.27 ( 4 ) 57,280 I Held by AGTC Advisors Fund, L.P. ( 3 ) Common Stock ( 1 ) 07/27/2015 X( 7 ) 254 A $ 0.14 57,534 I Held by AGTC Advisors Fund, L.P. ( 3 ) Common Stock ( 1 ) 07/27/2015 S( 7 ) 16 D $ 2.27 ( 4 ) 57,518 I Held by AGTC Advisors Fund, L.P. ( 3 ) Common Stock ( 1 ) 07/27/2015 X( 8 ) 254 A $ 0.14 57,772 I Held by AGTC Advisors Fund, L.P. ( 3 ) Common Stock ( 1 ) 07/27/2015 S( 8 ) 16 D $ 2.27 ( 4 ) 57,756 I Held by AGTC Advisors Fund, L.P. ( 3 ) Common Stock ( 1 ) 07/27/2015 X( 9 ) 508 A $ 0.14 58,264 I Held by AGTC Advisors Fund, L.P. ( 3 ) Common Stock ( 1 ) 07/27/2015 S( 9 ) 32 D $ 2.27 ( 4 ) 58,232 I Held by AGTC Advisors Fund, L.P. ( 3 ) Common Stock ( 1 ) 43,930 D Common Stock ( 1 ) 786,970 I Held by Applied Genomic Technology Capital Fund, L.P. ( 3 ) Common Stock ( 1 ) 2,508 I Held by Atlast LP ( 10 ) Common Stock ( 1 ) 441,072 I Held by Flagship Ventures Fund 2007, L.P. ( 11 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) ( 1 ) $ 0.14 07/27/2015 X 3,256 ( 12 ) 07/28/2015 Common Stock 3,256 $ 0 0 I Held by AGTC Advisors Fund, L.P. ( 3 ) Warrant to Purchase Common Stock (right to buy) ( 1 ) $ 0.14 07/27/2015 X 254 ( 12 ) 09/08/2015 Common Stock 254 $ 0 0 I Held by AGTC Advisors Fund, L.P. ( 3 ) Warrant to Purchase Common Stock (right to buy) ( 1 ) $ 0.14 07/27/2015 X 254 ( 12 ) 09/28/2015 Common Stock 254 $ 0 0 I Held by AGTC Advisors Fund, L.P. ( 3 ) Warrant to Purchase Common Stock (right to buy) ( 1 ) $ 0.14 07/27/2015 X 254 ( 12 ) 11/14/2015 Common Stock 254 $ 0 0 I Held by AGTC Advisors Fund, L.P. ( 3 ) Warrant to Purchase Common Stock (right to buy) ( 1 ) $ 0.14 07/27/2015 X 254 ( 12 ) 12/15/2015 Common Stock 254 $ 0 0 I Held by AGTC Advisors Fund, L.P. ( 3 ) Warrant to Purchase Common Stock (right to buy) ( 1 ) $ 0.14 07/27/2015 X 508 ( 12 ) 03/10/2016 Common Stock 508 $ 0 0 I Held by AGTC Advisors Fund, L.P. ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other AFEYAN NOUBAR C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA02142 X X Flagship Ventures Management, Inc. C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA02142 X NewcoGen Group, Inc. C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA02142 X AGTC ADVISORS FUND LP C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA02142 X AGTC Partners, L.P. C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA02142 X Signatures /s/ Noubar B. Afeyan, Ph.D. 07/29/2015 Signature of Reporting Person Date /s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for Flagship Ventures Management, Inc. 07/29/2015 Signature of Reporting Person Date /s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for NewcoGen Group, Inc. 07/29/2015 Signature of Reporting Person Date /s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for AGTC Advisors Fund, L.P. 07/29/2015 Signature of Reporting Person Date /s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for AGTC Partners, L.P. 07/29/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )On July 27, 2015, AGTC Advisors Fund, L.P. ("AGTCA") exercised warrants to purchase 3,256 shares of Common Stock for $0.14 per share. AGTCA exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 206 of the warrant shares to pay the exercise price and issuing to AGTCA the remaining 3,050 shares. ( 3 )NewcoGen Group, Inc. ("NG") is the general partner of AGTC Partners, L.P., which is the general partner of 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 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. ( 4 )The price reflects the average of the closing prices of the Common Stock over the five day period prior to the exercise date. ( 5 )On July 27, 2015, AGTCA exercised warrants to purchase 254 shares of Common Stock for $0.14 per share. AGTCA exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 16 of the warrant shares to pay the exercise price and issuing to AGTCA the remaining 238 shares. ( 6 )On July 27, 2015, AGTCA exercised warrants to purchase 254 shares of Common Stock for $0.14 per share. AGTCA exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 16 of the warrant shares to pay the exercise price and issuing to AGTCA the remaining 238 shares. ( 7 )On July 27, 2015, AGTCA exercised warrants to purchase 254 shares of Common Stock for $0.14 per share. AGTCA exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 16 of the warrant shares to pay the exercise price and issuing to AGTCA the remaining 238 shares. ( 8 )On July 27, 2015, AGTCA exercised warrants to purchase 254 shares of Comm on Stock for $0.14 per share. AGTCA exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 16 of the warrant shares to pay the exercise price and issuing to AGTCA the remaining 238 shares. ( 9 )On July 27, 2015, AGTCA exercised warrants to purchase 508 shares of Common Stock for $0.14 per share. AGTCA exercised the warrants on a cashless basis, resulting in the Issuer's withholding of 32 of the warrant shares to pay the exercise price and issuing to AGTCA the remaining 476 shares. ( 10 )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. ( 11 )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. ( 12 )This warrant is immediately exercisable.

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).

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