Tempest Therapeutics, Inc. — Director's Dealing 2012

Jun 11, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: OvaScience, Inc. (OVAS)
CIK: 0001544227
Period of Report: 2012-06-11

Reporting Person: Dipp Michelle (Director, President and CEO, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	701927	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (3000000)		Indirect
Series B Preferred Stock	$		Common Stock (1818181)		Indirect

Footnotes

F1: Pursuant to the Company's certificate of incorporation, each share of Series A preferred stock will automatically convert to common stock on a one-for-2.023 basis upon the earliest to occur of (i) the closing of a qualifying sale of the Company's common stock in an underwritten public offering pursuant to an effective registration statement under the Securities Act (a "Qualified IPO"); (ii) the closing of certain qualifying transactions (a "Qualifying Transaction"); (iii) the date on which a registration statement on Form S-1 registering for resale by stockholders of the Company certain shares of the common stock of the Company becomes effective (a "Qualifying Resale S-1"); and (iv) the date and time, or the occurrence of certain events, specified by vote or written consent of the requisite stockholders (a "Qualifying Consent"). The shares of Series A preferred stock have no expiration date.

F2: Longwood Fund GP, LLC is the ultimate general partner of the Longwood Fund, LP. Voting and investment power with respect to the shares held in Longwood Fund, LP are vested in Richard Aldrich, Michelle Dipp, M.D., Ph.D. and Christoph Westphal, M.D., Ph.D. (collectively, the "Managers"), the managers of the Longwood Fund GP, LLC. Each of the Managers disclaim beneficial ownership of the Longwood Fund shares, except in their respective pecuniary interest therein, and the inclusion of these shares in the report shall not be deemed an admission of beneficial ownership of the shares for purposes of Section 16 or for any other purpose.

F3: Pursuant to the Company's certificate of incorporation, each share of Series B preferred stock will automatically convert to common stock on a one-for-one basis upon the earliest to occur of (i) the closing of a Qualified IPO; (ii) the closing of a Qualifying Transaction; (iii) the date on which a Qualifying Resale S-1 becomes effective; and (iv) the date and time, or the occurrence of certain events, specified in a Qualifying Consent. The shares of Series B preferred stock have no expiration date.