Tempest Therapeutics, Inc. — Director's Dealing 2012

Jun 12, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: OvaScience, Inc. (NONE)
CIK: 0001544227
Period of Report: 2012-06-11

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)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (1482944)		Indirect
Series A Preferred Stock	$		Common Stock (909090)		Indirect

Footnotes

F1: 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. Upon conversion, the Series A Shares convert into Common Stock at a ratio of 2.0230-to-1. The Series A Shares do not have an expiration date. At the Mandatory Conversion Time (as defined in Article Fourth, Section B.5.1 of the Issuer's Second Amended and Restated Certificate of Incorporation, as the same may be amended or restated from time to time), the Series A Shares will convert, also at a ratio of 2.0230-to-1, into the number of shares of Common Stock shown in column 3 above.

F2: 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. Upon conversion, the Series B Shares convert into Common Stock at a ratio of 1-to-1. The Series B Shares do not have an expiration date. At the Mandatory Conversion Time, the Series B Shares will convert, also at a ratio of 1-to-1, into the number of shares of Common Stock shown in column 3 above.

F3: As of the date hereof, Bessemer Venture Partners VII L.P. ("Bessemer VII") owns 960,000 Series A Shares, Bessemer Venture Partners VII Institutional L.P. ("Bessemer VII Institutional") owns 420,000 Series A Shares, and BVP VII Special Opportunity Fund L.P. ("BVP VII," and together with Bessemer VII and Bessemer VII Institutional, the "Funds") owns 1,620,000 Series A Shares.

F4: As of the date hereof, Bessemer VII owns 290,909 Series B Shares, Bessemer VII Institutional owns 127,273 Series B Shares, and BVP VII owns 490,908 Series B Shares.

F5: 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 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 Series A Shares and the Series B Shares (collectively, the "Shares") and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Shares, except to the extent of its pecuniary interest, if any, in the Shares by virtue of its general partner interest in the Funds. (Continued on footnote 6)

F6: Deer Ltd. disclaims beneficial ownership of the Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Shares, except to the extent of its pecuniary interest, if any, in the Shares by virtue of its general partner interest in Deer VII. Deer Management disclaims beneficial ownership of the Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Shares.

F7: Stephen Kraus, an employee of Deer Management, serves as the representative of the Bessemer Entities on the Issuer's board of directors.