Exhibit 4.1


 


016570|
003590|127C|RESTRICTED||4|057-423


 


	
  COMMON STOCK

  	
   

  	
  COMMON STOCK

  
	
   

  	
   

  	
   

  
	
  PAR
  VALUE $0.001

  

  

  

  Certificate

  Number

  ZQ 000000

  	
  

  	
  THIS
  CERTIFICATE IS TRANSFERABLE IN

  CANTON,
  MA AND JERSEY CITY, NJ

  

  Shares

  *
  * 600620* * * * * *

  *
  * * 600620* * * * *

  *
  * * * 600620* * * *

  
	
   

  	
  BG MEDICINE, INC.

  	
  *
  * * * * 600620* * *

  *
  * * * * * 600620* *

  
	
  INCORPORATED
  UNDER THE LAWS OF THE STATE OF DELAWARE

  
	
   

  	
   

  	
   

  
	
  THIS
  CERTIFIES THAT

  	
  MR.
  SAMPLE & MRS. SAMPLE &

  MR. SAMPLE & MRS. SAMPLE

  	
  CUSIP 08861T 10 7
 SEE REVERSE FOR
  CERTAIN DEFINITIONS

  
	
   

  	
   

  	
   

  
	
  is
  the owner of

  	
  * * *
  SIX HUNDRED THOUSAND

  SIX
  HUNDRED AND TWENTY* * * 

  	
   

  
	
   

  	
   

  	
   

  
	
  FULLY-PAID
  AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF

  



 


	
  BG
  Medicine, Inc. (hereinafter called the “Company”), transferable on the books of the Company
  in person or by duly authorized attorney, upon surrender of this Certificate
  properly endorsed. This Certificate and the shares represented hereby, are
  issued and shall be held subject to all of the provisions of the Certificate
  of Incorporation, as amended, and the By-Laws, as amended, of the Company
  (copies of which are on file with the Company and with the Transfer Agent),
  to all of which each holder, by acceptance hereof, assents. This Certificate
  is not valid unless countersigned and registered by the Transfer Agent and
  Registrar.

   

  Witness the facsimile seal of the Company and the
  facsimile signatures of its duly authorized officers.

  
	
   

  
	
  

  	
  

  	
  DATED   <<Month Day, Year>>

  
	
   

  
	
  COUNTERSIGNED AND
  REGISTERED:  

  
	
  President
  and Chief Executive Officer

  	
  COMPUTERSHARE
  TRUST COMPANY, N.A.

  
	
   

  	
  TRANSFER AGENT AND
  REGISTRAR,

  
	
  

  	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  
	
  Secretary

  	
   

  	
  AUTHORIZED
  SIGNATURE

  



 


 





PO BOX
43004, Providence, RI 02940-3004


 


MR A SAMPLE


DESIGNATION (IF ANY)


ADD 1


ADD 2


ADD 3


ADD 4


 


	
  CUSIP

  	
   

  	
  XXXXXX
  XX X

  
	
  Holder ID

  	
   

  	
  XXXXXXXXXX

  
	
  Insurance
  Value

  	
   

  	
  1,000,000.00

  
	
  Number of
  Shares

  	
   

  	
  123456

  
	
  DTC

  	
   

  	
  12345678
  123456789012345

  



 


	
  Certificate Numbers

  	
   

  	
  Num/No.

  	
   

  	
  Denom.

  	
   

  	
  Total

  	
   

  
	
  1234567890/1234567890

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  
	
  1234567890/1234567890

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  
	
  1234567890/1234567890

  	
   

  	
  3

  	
   

  	
  3

  	
   

  	
  3

  	
   

  
	
  1234567890/1234567890

  	
   

  	
  4

  	
   

  	
  4

  	
   

  	
  4

  	
   

  
	
  1234567890/1234567890

  	
   

  	
  5

  	
   

  	
  5

  	
   

  	
  5

  	
   

  
	
  1234567890/1234567890

  	
   

  	
  6

  	
   

  	
  6

  	
   

  	
  6

  	
   

  
	
  Total Transaction

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  7

  	
   

  



 

















 


BG MEDICINE, INC.


THE COMPANY WILL FURNISH
WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS,
DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS
IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE
FIXED BY THE CERTIFICATE OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE
RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE
BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY
BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT.
THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK
CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO
INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY
BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH
CERTIFICATE.


 


The following abbreviations,
when used in the inscription on the face of this certificate, shall be construed
as though they were written out in full according to applicable laws or
regulations: 


 


	
  TEN COM 

  	
  -as tenants
  in common

  	
  UNIF GIFT MIN ACT-

  	
  Custodian

  
	
   

  	
   

  	
  (Cust)

  	
  (Minor)

  
	
  TEN ENT 

  	
  -as tenants
  by the entireties 

  	
  under
  Uniform Gifts to Minors Act

  	
   

  
	
   

  	
   

  	
   

  	
  (State)

  
	
  JT
  TEN 

  	
  -as joint
  tenants with right of survivorship

  and not as tenants in common

  	
  UNIF TRF MIN ACT 

  	
  Custodian
  (until age   )

  
	
   

  	
   

  	
  (Cust)

  	
  (Minor)

  
	
   

  	
  under
  Uniform Transfers to Minors Act

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (State)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Additional abbreviations
  may also be used though not in the above list.

  	
   

  
							



 


 


	
   

  	
   

  	
  PLEASE INSERT SOCIAL
  SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

  
	
  For value received,

  	
                                                

  	
  hereby sell, assign and
  transfer unto

  	
   

  
	
   

  	
   

  
	
   

  
	
  (PLEASE PRINT OR TYPEWRITE
  NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)

  
	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Shares

  
	
  of the common stock
  represented by the within Certificate, and do hereby irrevocably constitute
  and appoint 

  	
   

  
	
   

  	
   

  
	
   

  	
  Attorney

  
	
  to transfer the said stock
  on the books of the within-named Corporation with full power of substitution
  in the premises.

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  20

  	
   

  	
   

  	
  Signature(s)
  Guaranteed: Medallion Guarantee Stamp

  
	
   

  	
   

  	
  THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
  (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH
  MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO
  S.E.C. RULE 17Ad-15.

  
	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  	
  Notice:

  	
  The signature to this
  assignment must correspond with the name as written upon the face of the
  certificate, in every particular, without alteration or enlargement, or any
  change whatever.