Tempest Therapeutics, Inc. — Director's Dealing 2012

Jun 11, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

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

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: SIMON JOHN G (Director, 10% Owner)
Reporting Person: Fialkow David P (Director, 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Preferred Stock	$		Common Stock (1068602)		Direct
Series B Preferred Stock	$		Common Stock (22306)		Indirect

Footnotes

F1: These securities are shares of Series B Preferred Stock (the "Shares") of the Issuer, and are convertible at any time into shares of the Issuer's Common Stock at the holder's election. The 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 Shares will convert at a ratio of 1-to-1 into the number of shares of Common Stock shown in column 3 above.

F2: As of the date hereof, the 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 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. Each of Joel E. Cutler, David P. Fialkow, David J. Orfao and John G. Simon is a Managing Director of LLC and may be deemed to share voting and investment power over the Shares. Each of Joel E. Cutler, David P. Fialkow, David J. Orfao and John G. Simon 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 his pecuniary interest, if any, in the Shares.

F3: As of the date hereof, the Shares are owned by GC Entrepreneurs Fund V, L.P. ("GCEF V," and together with GCG V, the "Funds," and together with GCP V and LLC, 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 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. Each of Joel E. Cutler, David P. Fialkow, David J. Orfao and John G. Simon is a Managing Director of LLC and may be deemed to share voting and investment power over the Shares. Each of Joel E. Cutler, David P. Fialkow, David J. Orfao and John G. Simon 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 his pecuniary interest, if any, in the Shares.

F4: Mr. Simon, a Managing Director of LLC, serves as the representative of the GC Entities on the Issuer's board of directors.