Tempest Therapeutics, Inc. — Director's Dealing 2012

Aug 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OvaScience, Inc. (OVAS)
CIK: 0001544227
Period of Report: 2012-08-13

Reporting Person: ALDRICH RICHARD (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-13	Common Stock	C	1482946	—	Acquired	1658427	Indirect
2012-08-13	Common Stock	C	1818181	—	Acquired	3476608	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-13	Series A Preferred Stock	$0	C	3000000	Disposed		Common Stock (1482946)	Indirect
2012-08-13	Series B Preferred Stock	$0	C	1818181	Disposed		Common Stock (1818181)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	526445	Direct
Common Stock	175481	Indirect

Footnotes

F1: The trustee of the Richard H. Aldrich Irrevocable Trust of 2011 is the reporting person's spouse, Nichole Aldrich, and she exercises sole voting and investment power over the shares of record held by the trust.

F2: Pursuant to the certificate of incorporation of OvaScience, Inc. (the "Company"), each share of Series A preferred stock automatically converts to common stock on a one for 2.023 basis upon the closing of a Qualifying Transaction (as defined in the Company's Amended and Restated Investors' Rights Agreement, dated March 29, 2012, by and among the Company and the parties named therein) (a "Qualifying Transaction").

F3: Longwood Fund GP, LLC is the ultimate general partner of the Longwood Fund, LP. Voting and investment power with respect to the shares held in Longwood Fund, LP are vested in Richard Aldrich, Michelle Dipp, M.D., Ph.D. and Christoph Westphal, M.D., Ph.D. (collectively, the "Managers"), the managers of the Longwood Fund GP, LLC. Each of the Managers disclaim beneficial ownership of the Longwood Fund shares, except in their respective pecuniary interest therein, and the inclusion of these 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.

F4: Pursuant to the Company's certificate of incorporation, each share of Series B preferred stock automatically converts to common stock on a one for one basis upon the closing of a "Qualifying Transaction".

F5: Not applicable.