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: Kraus Stephen (Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (0)		Indirect
Series B Preferred Stock	$		Common Stock (0)		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 shares of Common Stock.

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 shares of Common Stock.

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: Mr. Kraus is an employee of Deer Management Co. LLC, the management company of the Funds. Mr. Kraus disclaims beneficial ownership of the Series A Shares and 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 his pecuniary interest, if any, in the Shares by virtue his interest in Deer VII & Co. L.P., the general partner of each of the Funds, and his indirect limited partnership interest in Bessemer VII.