SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GILES EDWARD M

(Last)

(First)

(Middle)

C/O METABOLIX, INC.

21 ERIE STREET

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
METABOLIX, INC. [ MBLX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/15/2006		C		218,851	A	⁽¹⁾	267,514	D
Common Stock	11/15/2006		C		15,340	A	⁽¹⁾	97,070	I	By Isles Capital L.P.⁽²⁾
Common Stock	11/15/2006		C		135,312	A	⁽¹⁾	135,312	I	By Metabolix Preferred 2005 GRAT⁽²⁾
Common Stock	11/15/2006		C		130,765	A	⁽¹⁾	130,765	I	By Metabolix 2006 GRAT I⁽²⁾
Common Stock	11/15/2006		C		130,768	A	⁽¹⁾	130,768	I	By Metabolix 2006 GRAT II⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	11/15/2006		C			60,000	⁽¹⁾	⁽¹⁾	Common Stock	49,038	$0	0	D
Series B Preferred Stock	⁽¹⁾	11/15/2006		C			38,000	⁽¹⁾	⁽¹⁾	Common Stock	31,057	$0	0	D
Series C Preferred Stock	⁽¹⁾	11/15/2006		C			46,000	⁽¹⁾	⁽¹⁾	Common Stock	37,595	$0	0	D
Series D Preferred Stock	⁽¹⁾	11/15/2006		C			43,000	⁽¹⁾	⁽¹⁾	Common Stock	35,143	$0	0	D
Series 04 Preferred Stock	⁽¹⁾	11/15/2006		C			80,776	⁽¹⁾	⁽¹⁾	Common Stock	66,018	$0	0	D
Series 04 Preferred Stock	⁽¹⁾	11/15/2006		C			11,770	⁽¹⁾	⁽¹⁾	Common Stock	9,619	$0	0	I	By Isles Capital, L.P.⁽²⁾
Series 05 Preferred Stock	⁽¹⁾	11/15/2006		C			7,000	⁽¹⁾	⁽¹⁾	Common Stock	5,721	$0	0	I	By Isles Capital, L.P.⁽²⁾
Series 04 Preferred Stock	⁽¹⁾	11/15/2006		C			165,560	⁽¹⁾	⁽¹⁾	Common Stock	135,312	$0	0	I	By Metabolix Preferred 2005 GRAT⁽²⁾
Series E Preferred Stock	⁽¹⁾	11/15/2006		C			10,000	⁽¹⁾	⁽¹⁾	Common Stock	8,173	$0	0	I	By Metabolix 2006 GRAT I⁽²⁾
Series F Preferred Stock	⁽¹⁾	11/15/2006		C			23,149	⁽¹⁾	⁽¹⁾	Common Stock	18,919	$0	0	I	By Metabolix 2006 GRAT I⁽²⁾
Series G Preferred Stock	⁽¹⁾	11/15/2006		C			46,300	⁽¹⁾	⁽¹⁾	Common Stock	37,840	$0	0	I	By Metabolix 2006 GRAT I⁽²⁾
Series 04 Preferred Stock	⁽¹⁾	11/15/2006		C			52,366	⁽¹⁾	⁽¹⁾	Common Stock	42,798	$0	0	I	By Metabolix 2006 GRAT I⁽²⁾
Series 05 Preferred Stock	⁽¹⁾	11/15/2006		C			28,185	⁽¹⁾	⁽¹⁾	Common Stock	23,035	$0	0	I	By Metabolix 2006 GRAT I⁽²⁾
Series 04 Preferred Stock	⁽¹⁾	11/15/2006		C			160,000	⁽¹⁾	⁽¹⁾	Common Stock	130,768	$0	0	I	By Metabolix 2006 GRAT II⁽²⁾

Explanation of Responses:

1. The Issuer's preferred stock automatically converted into Common Stock on a .8173-for-1 basis upon the closing of the Issuer's initial public offering.

2. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest, if any.

	/s/ Sarah P. Cecil, attorney-in-fact	11/17/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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