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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $ 32.36 | 12/09/2014 | A | 200,000 | (5) | 12/09/2024 | Common Stock | 200,000 | $ 0 | 200,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Dipp Michelle C/O OVASCIENCE, INC. 215 FIRST STREET, SUITE 240 CAMBRIDGE, MA 02142 |
X | X | Chief Executive Officer |
/s/ William C. Hicks, Attorney-in-Fact | 12/11/2014 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Each restricted stock unit ("RSU") represents the right to receive one share of common stock upon vesting. The RSU vests as to 12.5% of the shares on March 31, 2015 and as to an additional 12.5% of the shares each successive three-month period thereafter, until December 31, 2016. |
(2) | Represents 791,643 shares of common stock and 46,927 RSUs. |
(3) | Longwood Fund GP, LLC is the general partner of Longwood Fund, LP. Voting and investment power with respect to the shares held by Longwood Fund, LP are vested in the Reporting Person, Richard Aldrich, and Christoph Westphal, M.D., Ph.D. (collectively, the "Managers"), the managers of Longwood Fund GP, LLC. Each of the Managers disclaims beneficial ownership of the shares held by Longwood Fund, LP, except to the extent of her respective pecuniary interest therein, and the inclusion of the Longwood Fund, LP shares in the report shall not be deemed an admission of beneficial ownership of the shares for purposes of Section 16 or for any other purpose. |
(4) | The Managers are managers of Longwood Fund GP, LLC, the sole general partner of Longwood Fund, LP, and, as such, may be deemed to have shared voting and dispositive power with respect to the issuer's securities held by Longwood Fund GP, LLC. The Reporting Person disclaims beneficial ownership of the shares held by Longwood Fund GP, LLC, except to the extent of her respective pecuniary interest therein, and the inclusion of the Longwood Fund GP, LLC shares in this report shall not be deemed an admission of beneficial ownership of the shares for purposes of Section 16 or any other purpose. |
(5) | The option vests as to 25% of the shares on December 9, 2015, and vests as to an additional 6.25% of the shares at the end of each successive three-month period thereafter. |