Tempest Therapeutics, Inc. — Director's Dealing 2014

Jan 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OvaScience, Inc. (OVAS)
CIK: 0001544227
Period of Report: 2013-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-31	Common Stock	A	19230	—	Acquired	833787	Direct
2013-12-31	Common Stock	F	6426	$9.14	Disposed	827361	Direct
2013-12-31	Common Stock	F	5387	$9.14	Disposed	821974	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3720571	Indirect

Footnotes

F1: Represents the vesting of 60% of the performance conditions of the first annual installment of the restricted stock units ("RSUs") granted to the Reporting Person in December 2012.

F2: Shares withheld by the Registrant to satisfy statutory withholding requirements upon vesting of performance-based RSUs.

F3: Shares withheld by the Registrant to satisfy statutory withholding requirements upon vesting of time-based RSUs.

F4: Represents 757,871 shares of common stock and 64,103 RSUs.

F5: 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 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.