Sec Form 4 Filing - AFEYAN NOUBAR @ BG Medicine, Inc. - 2015-07-14

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) 07/14/2015 (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

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 Secured Convertible Promissory Note ( 1 ) $ 1.7003 ( 2 ) 07/14/2015 J( 2 ) 07/14/2015( 2 ) 09/30/2015 Series A Preferred Stock 181,431 ( 2 ) $ 308,488 ( 2 ) I Held by Applied Genomic Technology Capital Fund, L.P. ( 3 ) Secured Convertible Promissory Note ( 1 ) $ 1.7003 ( 2 ) 07/14/2015 C 07/14/2015( 2 ) 09/30/2015 Series A Preferred Stock 183,971 ( 4 ) ( 2 ) $ 0 I Held by Applied Genomic Technology Capital Fund, L.P. ( 3 ) Series A Preferred Stock ( 1 ) ( 5 ) 07/14/2015 C 183,971 ( 6 ) ( 6 ) Common Stock 183,971 $ 0 183,971 I Held by Applied Genomic Technology Capital Fund, L.P. ( 3 ) Series A Preferred Stock ( 1 ) ( 5 ) 07/14/2015 P 725,725 ( 6 ) ( 6 ) Common Stock 725,725 $ 1.7003 909,696 I Held by Applied Genomic Technology Capital Fund, L.P. ( 3 ) Secured Convertible Promissory Note ( 1 ) $ 1.7003 ( 2 ) 07/14/2015 J( 2 ) 07/14/2015( 2 ) 09/30/2015 Series A Preferred Stock 13,366 ( 2 ) $ 22,727 ( 2 ) I Held by AGTC Advisors Fund, L.P. ( 3 ) Secured Convertible Promissory Note ( 1 ) $ 1.7003 ( 2 ) 07/14/2015 C 07/14/2015( 2 ) 09/30/2015 Series A Preferred Stock 13,553 ( 4 ) ( 2 ) $ 0 I Held by AGTC Advisors Fund, L.P. ( 3 ) Series A Preferred Stock ( 1 ) ( 5 ) 07/14/2015 C 13,553 ( 6 ) ( 6 ) Common Stock 13,553 $ 0 13,553 I Held by AGTC Advisors Fund, L.P. ( 3 ) Series A Preferred Stock ( 1 ) ( 5 ) 07/14/2015 P 53,465 ( 6 ) ( 6 ) Common Stock 53,465 $ 1.7003 67,018 I Held by AGTC Advisors Fund, L.P. ( 3 ) Secured Convertible Promissory Note ( 1 ) $ 1.7003 ( 2 ) 07/14/2015 J( 2 ) 07/14/2015( 2 ) 09/30/2015 Series A Preferred Stock 99,267 ( 2 ) $ 168,785 ( 2 ) I Held by Flagship Ventures Fund 2007, L.P. ( 7 ) Secured Convertible Promissory Note ( 1 ) $ 1.7003 ( 2 ) 07/14/2015 C 07/14/2015( 2 ) 09/30/2015 Series A Preferred Stock 100,657 ( 4 ) ( 2 ) $ 0 I Held by Flagship Ventures Fund 2007, L.P. ( 7 ) Series A Preferred Stock ( 1 ) ( 5 ) 07/14/2015 C 100,657 ( 6 ) ( 6 ) Common Stock 100,657 $ 0 100,657 I Held by Flagship Ventures Fund 2007, L.P. ( 7 ) Series A Preferred Stock ( 1 ) ( 5 ) 07/14/2015 P 397,072 ( 6 ) ( 6 ) Common Stock 397,072 $ 1.7003 497,729 I Held by Flagship Ventures Fund 2007, L.P. ( 7 )

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 KANIA EDWIN M JR C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA02142 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 Partners, L.P. 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 Applied Genomic Technology Capital Fund LP C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA02142 X Flagship Ventures 2007 General Partner LLC C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA02142 X Flagship Ventures Fund 2007, L.P. ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE, MA02142 X Signatures /s/ Noubar B. Afeyan, Ph.D. 07/16/2015 Signature of Reporting Person Date /s/ Edwin M. Kania, Jr. 07/16/2015 Signature of Reporting Person Date /s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for Flagship Ventures Management, Inc. 07/16/2015 Signature of Reporting Person Date /s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for NewcoGen Group, Inc. 07/16/2015 Signature of Reporting Person Date /s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for AGTC Partners, L.P. 07/16/2015 Signature of Reporting Person Date /s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for AGTC Advisors Fund, L.P. 07/16/2015 Signature of Reporting Person Date /s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for Applied Genomic Technology Capital Fund, L.P. 07/16/2015 Signature of Reporting Person Date /s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for Flagship Ventures 2007 General Partner, LLC 07/16/2015 Signature of Reporting Person Date /s/ Noubar B. Afeyan, Ph.D., Authorized Signatory for Flagship Ventures Fund 2007, L.P. 07/16/2015 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 14, 2015 (the "Closing"), the promissory notes that were previously issued to the reporting persons became convertible into shares of the Issuer's newly designated Series A Preferred Stock (the "Convertible Notes") and the conversion price became fixed. On the same date, the principal amount of the Convertible Notes, plus accrued interest thereon, converted into shares of Series A Preferred Stock at $1.7003 per share. ( 3 )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"). Noubar B. Afeyan, Ph.D. is the director of Flagship and may be deemed to beneficially own the securities held by NGG and the AGTC Funds. Dr. Afeyan disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. ( 4 )Includes shares of Series A Preferred Stock issued in payment of interest on the Convertible Note. ( 5 )Each share of Series A Preferred Stock is initially convertible into one share of the Issuer's common stock. The conversion price will be subject to adjustment in the event that the Issuer issues other securities at a price per share less than the conversion price of the Series A Preferred Stock then in effect, subject to specified exceptions, and is also subject to adjustment in connection with stock splits, combinations, dividends and other corporate transactions affecting the common stock. The rights, preferences and privileges of the Series A Preferred Stock include full-ratchet anti-dilution protection until the first anniversary of the date that the Series A Preferred Stock is issued and weighted-average anti-dilution protection thereafter. ( 6 )The shares of Series A Preferred Stock have no expiration date and are convertible into the Issuer's common stock at any time at the option of each holder and automatically convertible upon the written consent of the holders of a majority of the outstanding shares of Series A Preferred Stock in accordance with the Issuer's Certificate of Designations of Series A Preferred Stock to the Issuer's Restated Certificate of Incorporation, as amended. ( 7 )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.

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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