Tempest Therapeutics, Inc. — Director's Dealing 2014

Dec 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OvaScience, Inc. (OVAS)
CIK: 0001544227
Period of Report: 2014-12-09

Reporting Person: Dipp Michelle (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-09	Common Stock	A	30902	$0.00	Acquired	838570	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-09	Stock Option (right to buy)	$32.36	A	200000	Acquired	2024-12-09	Common Stock (200000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2820607	Indirect
Common Stock	50021	Indirect

Footnotes

F1: Each restricted stock unit ("RSU") represents the right to receive one share of common stock upon vesting. The RSU vests as to 12.5% of the shares on March 31, 2015 and as to an additional 12.5% of the shares each successive three-month period thereafter, until December 31, 2016.

F2: Represents 791,643 shares of common stock and 46,927 RSUs.

F3: Longwood Fund GP, LLC is the general partner of Longwood Fund, LP. Voting and investment power with respect to the shares held by Longwood Fund, LP are vested in the Reporting Person, Richard Aldrich, and Christoph Westphal, M.D., Ph.D. (collectively, the "Managers"), the managers of Longwood Fund GP, LLC. Each of the Managers disclaims beneficial ownership of the shares held by Longwood Fund, LP, except to the extent of her respective pecuniary interest therein, and the inclusion of the Longwood Fund, LP 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.

F4: The Managers are managers of Longwood Fund GP, LLC, the sole general partner of Longwood Fund, LP, and, as such, may be deemed to have shared voting and dispositive power with respect to the issuer's securities held by Longwood Fund GP, LLC. The Reporting Person disclaims beneficial ownership of the shares held by Longwood Fund GP, LLC, except to the extent of her respective pecuniary interest therein, and the inclusion of the Longwood Fund GP, LLC shares in this report shall not be deemed an admission of beneficial ownership of the shares for purposes of Section 16 or any other purpose.

F5: The option vests as to 25% of the shares on December 9, 2015, and vests as to an additional 6.25% of the shares at the end of each successive three-month period thereafter.