UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) ~~OF THE~~

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~February~~March 425, 2016

BG Medicine, Inc.

(Exact Name of Registrant as Specified in Its Charter)

001-33827

(Commission File Number)


Delaware		04-3506204
(State or Other Jurisdiction Of Incorporation)		(IRS Employer Identification No.)

303 Wyman Street, Suite 300, Waltham, Massachusetts		02451
(Address of Principal Executive Offices)		(Zip Code)

(781) 890-1199

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 52.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

~~(b)~~ On ~~February 4~~March 31, 2016, ~~Noubar Afeyan, Ph.D. notified~~ BG Medicine, Inc. (the “Company”) ~~that~~will hefile ~~was~~a ~~resigning~~Form ~~from~~12b-25 ~~the~~with ~~Company’s Board of Directors (~~the ~~“Board”),~~Securities ~~effective~~and asExchange ofCommission ~~that~~to ~~date.~~report ~~Dr. Afeyan~~the ~~did~~late ~~not~~filing ~~communicate~~of its toAnnual ~~the~~Report ~~Company~~on ~~any~~Form ~~disputes~~10-K ~~regarding~~for the ~~Company’s~~year ~~operations,~~ended ~~policies~~December or31, ~~practices~~2015. inAs ~~connection~~part ~~with~~of ~~his~~such ~~resignation~~filing, ~~nor~~the isCompany will disclose the ~~Company~~ ~~aware~~following ofinformation ~~any.~~regarding fiscal 2015:

~~(d)~~The OnCompany ~~February 4,~~anticipates ~~2016,~~net loss for the ~~Board~~year ~~appointed~~ended ~~Jeffrey~~December R31, 2015 of $5.3 ~~Luber~~million, ~~JD,~~a ~~MBA,~~$2.8 tomillion ~~join~~or ~~the~~34% ~~Board~~improvement tofrom ~~serve~~the as$8.1 amillion ~~Class~~net Iloss ~~director~~reported ~~until~~for the ~~2018~~year ~~Annual~~ended ~~Meeting~~December of31, ~~Stockholders~~2014, ~~and~~on ~~until~~total ~~his~~revenues ~~successor~~of ~~has~~$1.6 ~~been~~million ~~duly~~for ~~elected~~the ~~and~~year ~~qualified~~ended December 31, 2015, a $1.2 million or ~~until~~44% ~~his~~reduction ~~earlier~~from ~~resignation,~~total ~~retirement,~~revenues ~~removal~~of or$2.8 ~~death~~million in the year ended December 31, 2014. The ~~Board~~decrease ~~also~~in ~~appointed~~revenues primarily Mrresulted from a decrease in product revenues ($1. ~~Luber~~3 million), principally due to ~~the~~a ~~Audit~~55% ~~Committee.~~decline in orders from our largest clinical laboratory customer, which was partially offset by increases in partnership revenues and product fee revenues ($0.1 million).

~~There~~Operating ~~are~~expenses nofor ~~arrangements or understandings between~~ the ~~Company~~year ~~and~~ended ~~any~~December ~~other person pursuant to which Mr. Luber was selected as a director~~31, ~~nor are~~2015 ~~there~~declined ~~any~~by ~~transactions between Mr~~$3. ~~Luber~~5 ~~and~~million ~~the Company in which he has a direct~~ or ~~indirect~~38% ~~material~~from ~~interest~~$9.2 ~~that~~million ~~the~~for ~~Company is required to report pursuant to~~ the ~~rules~~year ~~and~~ended ~~regulations~~December ~~of the Securities and Exchange Commission~~31, 2014.

~~Jeffrey~~Net R.cash ~~Luber,~~used ~~age 49, has more than twenty years of life sciences experience, having served~~ in ~~lead~~operating ~~business~~activities ~~and legal roles~~ in ~~both~~the ~~public~~year ~~and~~ended ~~private companies.~~December ~~Since July 2014~~31, ~~Mr. Luber~~2015 ~~has~~decreased ~~served as Vice President, Corporate Development and General Counsel of Good Start Genetics, Inc~~$4.,5 ~~a molecular genetics information company. From August 2009 to July 2014~~million, ~~Mr. Luber~~or ~~served as Vice President~~55%, ~~Corporate Development and General Counsel of SynapDx Corp., a laboratory services company that he co-founded. From March 2008~~ to ~~April 2009, Mr~~$3. ~~Luber~~7 ~~served as Chief Executive Officer of EXACT Sciences Corp.~~million, a publicly-traded diagnostics company, where he led its turnaround and recapitalization through a strategic transaction with Genzyme Corp. At EXACT Sciences Corp., Mr. Luber also served as its President from ~~July 2007 to April 2009, Chief Financial Officer and Treasurer from April 2006 to July 2007 and General Counsel from November 2002 to July 2007~~$8.2 ~~Mr. Luber~~million ~~previously~~in ~~served on~~ the ~~boards of directors of EXACT Sciences Corp. and the Accelerated Cure Project for Multiple Sclerosis. He received his~~ BSyear inended ~~Business~~December Administration from Southern Connecticut State University and his JD and MBA from Suffolk University. Our Board concluded that Mr. Luber should serve as a director because Mr. Luber has extensive experience in finance31, ~~legal and corporate development roles at public and private companies, as well as experience working on the boards of directors of public and not-for-profit companies~~2014.

InItem ~~consideration for his Board and Audit Committee service, on the date of his appointment to the Board, Mr~~8. ~~Luber~~01 ~~received~~Other ~~a stock option grant for 10,000 shares of the Company’s common stock at an exercise price of $0~~Events.~~29 per share, which was the closing price of the common stock on the grant date.~~

~~SIGNATURE~~Given the significant cost and resource demands of being a public company, on March 25, 2016, the Board of Directors of the Company decided to voluntarily deregister the Company’s common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and become a non-reporting company. In connection therewith, the Board of Directors approved the filing with the Securities and Exchange Commission of a Form 15 to voluntarily deregister its securities under Section 12(g) of the Exchange Act and suspend its reporting obligations under Section 15(d) of the Exchange Act. The Company expects to file the Form 15 in April 2016. The Company expects that its obligations to file periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, will be suspended immediately upon the filing of the Form 15 with the SEC, and its proxy statement, Section 16 and other Section 12(g) reporting responsibilities will terminate effective 90 days after the filing of the Form 15. The Company is eligible to deregister its common stock under the Exchange Act because its common stock is held by fewer than 300 stockholders of record. Following deregistration, the Company does not expect to publish periodic financial information or furnish such information to its stockholders except as may be required by applicable laws. As a result of the foregoing factors, deregistration will result in less disclosure about the Company and may negatively affect its ability to raise additional funds, the ability of its stockholders to sell its securities and the liquidity and trading prices of its common stock.

~~Pursuant~~As topart of the ~~requirements~~deregistration process, and in furtherance of the ~~Securities~~Company’s ~~Exchange~~goal ~~Act~~ of ~~1934~~reducing its expenses, on March 29, 2016, the ~~registrant~~Company ~~has~~filed ~~duly~~a ~~caused~~post-effective ~~this~~amendment ~~report~~to its registration statement on Form S-3 (Registration No. 333-204307) to deregister the remaining securities registered on such registration statement. The Company was awaiting the SEC’s effectiveness order with respect to such post-effective amendment prior to filing the Form 10-K. On March 31, 2016, the SEC notified the Company that the post-effective amendment would be ~~signed~~declared effective on March 31, 2016. The Company plans to file its ~~behalf~~Form by10-K on or before April 14, 2016, the ~~undersigned hereunto~~fifteenth ~~duly~~calendar ~~authorized~~day following the Form 10-K due date and prior to filing the Form 15.

				BG MEDICINE, INC.
Date: February 4, 2016				/s/ Stephen P. Hall
				Stephen P. Hall
				Executive Vice President & Chief Financial Officer

The foregoing disclosure contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including statements regarding the Company’s anticipated results of operations, the timeframe in which the Company expects to file its Form 10-K and the anticipated deregistration of the Company’s common stock under the Exchange Act, including the timing and effect thereof. There can be no assurance that these forward-looking statements will be achieved, and actual results could differ materially from those suggested by such forward-looking statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


				BG MEDICINE, INC.

Date: March 31, 2016				/s/ Stephen P. Hall
				Stephen P. Hall
				Executive Vice President, Chief Financial Officer and Treasurer

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