<SEC-DOCUMENT>0001179110-12-009973.txt : 20120611
<SEC-HEADER>0001179110-12-009973.hdr.sgml : 20120611
<ACCEPTANCE-DATETIME>20120611172741
ACCESSION NUMBER:		0001179110-12-009973
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20120611
FILED AS OF DATE:		20120611
DATE AS OF CHANGE:		20120611

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Dipp Michelle
		CENTRAL INDEX KEY:			0001551614

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-54647
		FILM NUMBER:		12901427

	MAIL ADDRESS:	
		STREET 1:		C/O OVASCIENCE, INC.
		STREET 2:		41 LINSKEY WAY, LEVEL B
		CITY:			CAMBRIDGE
		STATE:			MA
		ZIP:			02142

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			OvaScience, Inc.
		CENTRAL INDEX KEY:			0001544227
		STANDARD INDUSTRIAL CLASSIFICATION:	IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835]
		IRS NUMBER:				451472564
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		800 BOYLSTON STREET, SUITE 1555
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02199
		BUSINESS PHONE:		617-351-2590

	MAIL ADDRESS:	
		STREET 1:		800 BOYLSTON STREET, SUITE 1555
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02199
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>edgar.xml
<DESCRIPTION>FORM 3 -
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0205</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2012-06-11</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001544227</issuerCik>
        <issuerName>OvaScience, Inc.</issuerName>
        <issuerTradingSymbol>OVAS</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001551614</rptOwnerCik>
            <rptOwnerName>Dipp Michelle</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O OVASCIENCE, INC.</rptOwnerStreet1>
            <rptOwnerStreet2>215 FIRST ST., SUITE 240</rptOwnerStreet2>
            <rptOwnerCity>CAMBRIDGE</rptOwnerCity>
            <rptOwnerState>MA</rptOwnerState>
            <rptOwnerZipCode>02142</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>President and CEO</officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>701927</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Series A Preferred Stock</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F1"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F1"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>3000000</value>
                    <footnoteId id="F2"/>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>by Longwood Fund, LP</value>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Series B Preferred Stock</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F3"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F3"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F3"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>1818181</value>
                    <footnoteId id="F2"/>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>by Longwood Fund, LP</value>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">Pursuant to the Company's certificate of incorporation, each  share of Series A preferred stock will automatically convert to common stock on a one-for-2.023 basis upon the earliest to occur of (i) the closing of a qualifying sale of the Company's common stock in an underwritten public offering pursuant to an effective registration statement under the Securities Act (a &quot;Qualified IPO&quot;); (ii) the closing of certain qualifying transactions (a &quot;Qualifying Transaction&quot;); (iii) the date on which a registration statement on Form S-1 registering for resale by stockholders of the Company certain shares of the common stock of the Company becomes effective (a &quot;Qualifying Resale S-1&quot;); and (iv) the date and time, or the occurrence of certain events, specified by vote or written consent of the requisite stockholders (a &quot;Qualifying Consent&quot;). The shares of Series A preferred stock have no expiration date.</footnote>
        <footnote id="F2">Longwood Fund GP, LLC is the ultimate general partner of the Longwood Fund, LP. Voting and investment power with respect to the shares held in Longwood Fund, LP are vested in Richard Aldrich, Michelle Dipp, M.D., Ph.D. and Christoph Westphal, M.D., Ph.D. (collectively, the &quot;Managers&quot;), the managers of the Longwood Fund GP, LLC. Each of the  Managers disclaim beneficial ownership of the Longwood Fund shares, except in 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.</footnote>
        <footnote id="F3">Pursuant to the Company's certificate of incorporation, each share of Series B preferred stock will automatically convert to common stock on a one-for-one basis upon the earliest to occur of (i) the closing of a Qualified IPO; (ii) the closing of a Qualifying Transaction; (iii) the date on which a Qualifying Resale S-1 becomes effective; and (iv) the date and time, or the occurrence of certain events, specified in a Qualifying Consent. The shares of Series B preferred stock have no expiration date.</footnote>
    </footnotes>

    <ownerSignature>
        <signatureName>/s/ Michael Flanagan, Attorney-in-Fact for Michelle Dipp</signatureName>
        <signatureDate>2012-06-11</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.TXT
<SEQUENCE>2
<FILENAME>dipp_061112poa.txt
<DESCRIPTION>DIPP POA
<TEXT>
LIMITED POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS

Know all of these presents, that the undersigned hereby makes,
constitutes and appoints each of Michelle Dipp, Christopher A.
Bleck, Scott Chappel and Michael Flanagan, signing singly and
each acting individually, as the undersigneds true and lawful
attorney-in-fact with full power and authority as hereinafter
described to:

(1) execute for and on behalf of the undersigned, in the
undersigneds capacity as an officer and/or director of
OvaScience, Inc. (the Company), Forms 3, 4 and 5
(including any amendments thereto) in accordance with Section
16(a) of the Securities and Exchange Act of 1934 and the rules
thereunder (the Exchange Act);

(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to prepare,
complete and execute any such Form 3, 4, or 5, prepare, complete
and execute any amendment or amendments thereto, and timely
deliver and file such form with the United States Security and
Exchange Commission and any stock exchange or similar authority;

(3) seek or obtain, as the undersigneds representative and on
the undersigneds behalf, information regarding transactions in
the Companys securities from any third party, including
brokers, employee benefit plan administrators and trustees, and
the undersigned herby authorizes any such person to release any
such information to such attorney-in-fact and approves and
ratifies any such release of information; and

(4) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-
fact, may be of benefit to, in the interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-facts
discretion.

The undersigned herby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and
thing whatsoever requisite, necessary, or proper to be done in
the exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as to the undersigned might or
could do of personally present, with full power of substitution
or revocation, hereby ratifying and confirming all that such
attorney-in-fact or such attorney-in-facts substitute or
substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of the
undersigned, are not assuming nor relieving , nor is the Company
assuming nor relieving, any of the undersigneds
responsibilities to comply with Section 16 of the Exchange Act.
The undersigned acknowledges that neither the company nor the
foregoing attorneys-in-fact assume (i) any liability of the
undersigneds responsibility to comply with the requirements of
the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements, or (iii) any
obligation or liability of the undersigned for profit
disgorgement under Section 16(b) of the Exchange Act.

This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4,
and 5 with respect to the undersigneds holdings of and
transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEROF, the undersigned has caused this Power of
Attorney to be executed as of this 11 day of June, 2012.

Michelle Dipp
Print Name

/s/ Michelle Dipp
Signature
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
