Tempest Therapeutics, Inc. — Director's Dealing 2012

Aug 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OvaScience, Inc. (NONE)
CIK: 0001544227
Period of Report: 2012-08-13

Reporting Person: General Catalyst Group V LP (Director, 10% Owner)
Reporting Person: GC Entrepreneurs Fund V, LP (Director, 10% Owner)
Reporting Person: General Catalyst Partners V, L.P. (Director, 10% Owner)
Reporting Person: General Catalyst GP V, LLC (Director, 10% Owner)
Reporting Person: Cutler Joel E (Director, 10% Owner)
Reporting Person: Orfao David J (Director, 10% Owner)
Reporting Person: Fialkow David P (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-13	Common Stock	C	1068602	—	Acquired	1068602	Direct
2012-08-13	Common Stock	C	22306	—	Acquired	22306	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-13	Series B Preferred Stock	$	C	1068602	Disposed		Common Stock (1068602)	Direct
2012-08-13	Series B Preferred Stock	$	C	22306	Disposed		Common Stock (22306)	Direct

Footnotes

F1: Following the conversion of the Series B Preferred Stock reported on Table II of this report, as of the date hereof, 1,068,692 shares of the Common Stock of the Issuer (the "Common Shares") are owned by General Catalyst Group V, L.P. ("GCG V"). General Catalyst GP V, LLC ("LLC") is the general partner of General Catalyst Partners V, L.P. ("GCP V"), which is the general partner of GCG V. Each of LLC and GCP V disclaims beneficial ownership of the Common Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Common Shares, except to the extent of its pecuniary interest, if any, in the Common Shares. Each of Joel E. Cutler, David P. Fialkow and David J. Orfao is a Managing Director of LLC and may be deemed to share voting and investment power over the Common Shares. (Continued in footnote 2)

F2: (Continued from footnote 1) Each of Joel E. Cutler, David P. Fialkow and David J. Orfao disclaims beneficial ownership of the Common Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Common Shares, except to the extent of his pecuniary interest, if any, in the Common Shares.

F3: Following the conversion of the Series B Preferred Stock reported on Table II of this report, as of the date hereof, 22,306 Common Shares are owned by GC Entrepreneurs Fund V, L.P. ("GCEF V," and together with GCG V, LLC and GCP V, the "GC Entities"). LLC is the general partner of GCP V, which is the general partner of GCEF V. Each of LLC and GCP V disclaims beneficial ownership of the Common Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Common Shares, except to the extent of its pecuniary interest, if any, in the Common Shares. Each of Joel E. Cutler, David P. Fialkow and David J. Orfao disclaims beneficial ownership of the Common Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Common Shares, except to the extent of his pecuniary interest, if any, in the Common Shares.

F4: These securities are shares of Series B Preferred Stock (the "Series B Shares") of the Issuer, and are convertible at any time into shares of the Issuer's Common Stock at the holder's election. The Series B Shares do not have an expiration date. On August 13 2012, the Series B Shares converted at a ratio of 1-to-1 into shares of Common Stock, in accordance with the mandatory conversion provision set forth in Article Fourth, Section B.5.1 of the Issuer's Second Amended and Restated Certificate of Incorporation.

F5: Prior to the conversion, GCG V owned 1,068,692 Series B Shares and GCEF V owned 22,306 Series B Shares.

F6: John G. Simon, a former Managing Director of LLC, serves as the representative of the GC Entities on the Issuer's board of directors.