Statement of Beneficial Ownership (sc 13d)
September 14 2018 - 10:21AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No.
n/a
)*
OvaScience, Inc.
(Name of
Issuer)
Common Stock
(Title of
Class of Securities)
69014Q101
(CUSIP
Number)
Brad Leonard,
BML Capital Management, LLC
65 E Cedar - Suite 2
Zionsville,
In
46077
Phone : 3173442447
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 14, 2018
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
x
Note
: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are to
be sent.
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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1
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NAMES
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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BML Investment Partners, L.P.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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o
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(b)
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x
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
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WC
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE
VOTING POWER
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0
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8
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SHARED
VOTING POWER
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3,390,000 (1)
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9
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SOLE
DISPOSITIVE POWER
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0
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10
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SHARED
DISPOSITIVE POWER
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3,390,000 (1)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,390,000
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE
OF REPORTING PERSON
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BML Investment Partners, L.P. is a Delaware limited partnership whose sole general partner is BML Capital Management, LLC. The managing member of BML Capital Management, LLC is Braden M. Leonard. As a result, Braden M. Leonard is deemed to be the indirect owner of the shares held directly by BML Investment Partners, L.P. Despite such shared beneficial ownership, the reporting persons disclaim that they constitute a statutory group within the meaning of Rule 13d-5(b) (1) of the Securities Exchange Act of 1934.
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1
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NAMES
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Braden M Leonard (1)
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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o
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(b)
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x
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
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PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United States
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE
VOTING POWER
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177,000
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8
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SHARED
VOTING POWER
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3,390,000 (1)
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9
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SOLE
DISPOSITIVE POWER
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177,000
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10
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SHARED
DISPOSITIVE POWER
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3,390,000 (1)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,567,000
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE
OF REPORTING PERSON
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BML Investment Partners, L.P. is a Delaware limited partnership whose sole general partner is BML Capital Management, LLC. The managing member of BML Capital Management, LLC is Braden M. Leonard. As a result, Braden M. Leonard is deemed to be the indirect owner of the shares held directly by BML Investment Partners, L.P. Despite such shared beneficial ownership, the reporting persons disclaim that they constitute a statutory group within the meaning of Rule 13d-5(b) (1) of the Securities Exchange Act of 1934.
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This Statement on Schedule 13D relates to the common stock, par value $0.001 per share (the “Common Stock”), of OvaScience, Inc., a Delaware corporation (the “Issuer”).
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(a)
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This statement is being filed by BML Investment Partners, L.P., a Delaware limited partnership. BML Capital Management, LLC, an Indiana limited liability company, is the general partner to BML Investment Partners, L.P. Braden M. Leonard is the sole managing member of the general partner.
BML Investment Partners, L.P. - The business address of BML Investment Partners, L.P., is 65 E Cedar – Suite 2, Zionsville, IN 46077. The principal business of BML Investment Partners, L.P. is to purchase, sell, trade and invest in securities.
BML Capital Management, LLC - The business address of BML Capital Management, LLC, is 65 E Cedar – Suite 2, Zionsville, IN 46077. The principal business of BML Capital Management, LLC, is to serve as the general partner to BML Investment Partners, L.P.
Braden M. Leonard – Mr. Leonard’s business address is 65 E Cedar – Suite 2, Zionsville, IN 46077. Mr. Leonard’s principal business is to serve as managing member of BML Capital Management, LLC.
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(d)
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During the past five years, none of BML Investment Partners, L.P., BML Capital Management, LLC or Braden M. Leonard have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where as a result of such proceeding BML Investment Partners, L.P., BML Capital Management, LLC or Braden M. Leonard was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(e)
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During the past five years, none of BML Investment Partners, L.P., BML Capital Management, LLC or Braden M. Leonard have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where as a result of such proceeding BML Investment Partners, L.P., BML Capital Management, LLC or Braden M. Leonard was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(f)
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Braden M. Leonard is a citizen of the United States of America.
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Item 3.
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Source
and Amount of Funds or Other Consideration
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BML Investment Partners, L.P. holds 3,390,000 shares of Common Stock which were acquired using working capital. Braden M. Leonard individually owns 177,000 shares of Common Stock which he acquired using personal funds.
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BML Investment Partners, L.P. (the "Reporting Person") acquired the Common Stock beneficially owned by the Reporting Person in the ordinary course of purchasing, selling and investing in securities.
On August 9, 2018, the Issuer announced that it had entered into an AGREEMENT AND PLAN OF MERGER
AND REORGANIZATION with Millendo Theraeutics, Inc.
The Reporting Person is concerned about the terms of the Proposed Merger and believes, based on the fact that OvaScience Common Stock is trading well below net cash, that other investors are as well.
The Reporting Person has spoken to OvaScience and Millendo management about these concerns as well as other shareholders.
On September 14, 2018 the Reporting Person emailed the OvaScience CEO to indicate that they do not plan to vote for the merger. The Reporting Person believes that the terms of the merger will need to be adjusted to gain shareholder approval and that based on the current terms, shareholders will likely be better off if the company terminates the merger and liquidates.
All of the shares of Common Stock reported herein as being beneficially owned by the Reporting Person were acquired for investment purposes. Except as set forth herein, the Reporting Person does not have any plans or proposals that relate to or would result in any of the transactions described in Item 4 of Schedule 13D.
The Reporting Person reserves the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Person, market conditions or other factors.
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Item 5.
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Interest
in Securities of the Issuer
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(a)
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(a)
Amount beneficially owned:
As of September 12, 2018, Braden M. Leonard beneficially owned 3,567,000 shares of the Issuer's Common Stock, which includes 177,000 shares of Common Stock as to which Mr. Leonard has voting but not dispositive power.
As of September 12, 2018, BML Investment Partners, L.P. beneficially owned 3,390,000 shares of the Issuer's Common Stock.
Percent of class:
As of September 12, 2018, Braden M. Leonard beneficially owned 9.96% of the Issuer's Common Stock.
As of As of September 12, 2018, BML Investment Partners, L.P. beneficially owned 9.47% of the Issuer's Common Stock.
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(b)
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Mr. Leonard has sole voting power over 177,000 shares, sole dispositive power over 177,000 shares, shared voting power over 3,390,000 shares and shared dispositive power over 3,390,000 shares.
BML Investment Partners, L.P. has sole voting power over 0 shares, sole dispositive power over 0 shares, shared voting power over 3,390,000 shares and shared dispositive power over 3,390,000 shares.
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Transaction Date
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Shares or Units Purchased (Sold)
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Price Per Share or Unit
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7/31/2018
8/2/2018
8/3/2018
8/7/2018
8/8/2018
8/9/2018
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2954
39901
(206)
19467
88000
162336
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0.8998
0.8761
0.89
0.8946
0.8998
0.7833
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Item 6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
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Item 7.
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Material
to Be Filed as Exhibits
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Signature
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true,
complete and correct.
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BML Investment Partners, L.P., a Delaware limited partnership By: BML Capital Management, LLC, an Indiana limited liability company
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September 14, 2018
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By:
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/s/
Braden M Leonard
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Managing Member
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September 14, 2018
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By:
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/s/
Braden M Leonard
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The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer or
general partner of the filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the statement:
provided, however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
Footnotes:
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)
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