Tempest Therapeutics, Inc. — Director's Dealing 2015

Jan 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OvaScience, Inc. (OVAS)
CIK: 0001544227
Period of Report: 2014-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-31	Common Stock	A	32052	—	Acquired	870622	Direct
2014-12-31	Common Stock	F	15129	$44.22	Disposed	855493	Direct
2014-12-31	Common Stock	F	6099	$44.22	Disposed	849394	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2820607	Indirect
Common Stock	50021	Indirect

Footnotes

F1: Represents the vesting of 100% of the performance conditions of the second 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 818,492 shares of common stock and 30,902 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 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.

F6: 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.