Tempest Therapeutics, Inc. — Director's Dealing 2012

Aug 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Bessemer Venture Partners VII L.P. (Director, 10% Owner)
Reporting Person: Bessemer Venture Partners VII Institutional L.P. (Director, 10% Owner)
Reporting Person: BVP VII SPECIAL OPPORTUNITY FUND LP (Director, 10% Owner)
Reporting Person: Deer VII & Co. L.P. (Director, 10% Owner)
Reporting Person: Deer VII & Co. Ltd. (Director, 10% Owner)
Reporting Person: Deer Management Co. LLC (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-13	Common Stock	C	1482944	—	Acquired	1482944	Indirect
2012-08-13	Common Stock	C	909090	—	Acquired	2392034	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-13	Series A Preferred Stock	$	C	3000000	Disposed		Common Stock (1482944)	Indirect
2012-08-13	Series B Preferred Stock	$	C	909090	Disposed		Common Stock (909090)	Indirect

Footnotes

F1: Following the conversion of the Series A Preferred Stock reported on Table II of this report, Bessemer Venture Partners VII L.P. ("Bessemer VII") owns 474,542 shares of Common Stock of the Issuer (the "Common Shares"). Bessemer Venture Partners VII Institutional L.P. ("Bessemer VII Institutional") owns 207,612 Common Shares. BVP VII Special Opportunity Fund L.P. ("BVP VII," together with Bessemer VII and Bessemer VII Institutional, the "Funds") owns 800,790 Common Shares.

F2: Following the conversion of the Series B Preferred Stock reported on Table II of this report, Bessemer VII owns 290,909 Common Shares. Bessemer VII Institutional owns 127,273 Common Shares. BVP VII owns 490,908 Common Shares.

F3: These securities are shares of Series A Preferred Stock (the "Series A 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 A Shares do not have an expiration date. On August 13, 2012, the Series A Shares converted at a ratio of 2.0230-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.

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: Bessemer VII owned 960,000 Series A Shares. Bessemer VII Institutional owned 420,000 Series A Shares. BVP VII owned 1,620,000 Series A Shares.

F6: Bessemer VII owned 290,909 Series B Shares. Bessemer VII Institutional owned 127,273 Series B Shares. BVP VII owned 490,908 Series B Shares.

F7: Deer VII & Co. L.P. ("Deer VII") is the general partner of each of the Funds. Deer VII & Co. Ltd. ("Deer Ltd.") is the general partner of Deer VII. Deer Management Co. LLC ("Deer Management") is the management company affiliate of the Funds. The Funds, together with Deer VII, Deer Ltd. and Deer Management, are the "Bessemer Entities." Deer VII 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 by virtue of its general partner interests in the Funds. (Continued in Footnote 8)

F8: (Contuinued from Footnote 7) Deer Ltd. 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 by virtue of its general partner interest in Deer VII. Deer Management 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.

F9: Stephen Kraus, an employee of Deer Management, serves as the representative of the Bessemer Entities on the Issuer's board of directors.