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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INFINITY PHARMACEUTICALS, INC. [ INFI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/12/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 09/12/2006 | A | 10,306(1) | A | (2) | 10,306(1) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $1.72(3) | 09/12/2006 | A | 5,525(1) | (4) | 05/05/2013 | Common Stock | 5,525(1) | (5) | 5,525(1) | D | ||||
Stock Option (Right to Buy) | $1.72(3) | 09/12/2006 | A | 1,621(1) | (6) | 03/25/2014 | Common Stock | 1,621(1) | (7) | 1,621(1) | D | ||||
Stock Option (Right to Buy) | $2.04(3) | 09/12/2006 | A | 5,640(1) | (8) | 05/10/2015 | Common Stock | 5,640(1) | (9) | 5,640(1) | D | ||||
Stock Option (Right to Buy) | $2.04(3) | 09/12/2006 | A | 5,640(1) | (10) | 05/10/2015 | Common Stock | 5,640(1) | (9) | 5,640(1) | D | ||||
Stock Option (Right to Buy) | $2.04(3) | 09/12/2006 | A | 2,210(1) | (10) | 06/07/2015 | Common Stock | 2,210(1) | (11) | 2,210(1) | D | ||||
Stock Option (Right to Buy) | $3.48(3) | 09/12/2006 | A | 2,431(1) | (12) | 03/31/2016 | Common Stock | 2,431(1) | (13) | 2,431(1) | D | ||||
Stock Option (Right to Buy) | $3.48(3) | 09/12/2006 | A | 331(1) | (14) | 03/31/2016 | Common Stock | 331(1) | (15) | 331(1) | D |
Explanation of Responses: |
1. Reflects a 1-for-4 reverse stock split, which became effective on September 12, 2006. |
2. Received in exchange for 46,628 shares of Infinity Discovery, Inc. ("IPI") common stock in connection with the merger of IPI into Infinity Pharmaceuticals, Inc. (the "Merger") based a conversion ratio of 0.88411. |
3. The exercise price reflects the exercise price of each option to purchase IPI common stock prior to the closing of the Merger divided by a conversion ratio of 0.88411, as adjusted to reflect the 1-for-4 reverse stock split. |
4. The option vests monthly in equal installments for four years, beginning on January 31, 2003. |
5. Received in the Merger in exchange for stock option to acquire 25,000 shares of IPI common stock for $0.38 per share based on a conversion ratio of 0.88411. |
6. The option vests monthly in equal installments for four years, beginning on January 31, 2004. |
7. Received in the Merger in exchange for stock option to acquire 7,336 shares of IPI common stock for $0.38 per share based on a conversion ratio of 0.88411. |
8. The option vests monthly in equal installments for six years, beginning on January 31, 2005. |
9. Received in the Merger in exchange for stock option to acquire 25,518 shares of IPI common stock for $0.45 per share based on a conversion ratio of 0.88411. |
10. The option vests monthly in equal installments for four years, beginning on January 31, 2005. |
11. Received in the Merger in exchange for stock option to acquire 10,000 shares of IPI common stock for $0.45 per share based on a conversion ratio of 0.88411. |
12. The option vests monthly in equal installments for four years, beginning on February 1, 2006. |
13. Received in the Merger in exchange for stock option to acquire 11,000 shares of IPI common stock for $0.77 per share based on a conversion ratio of 0.88411. |
14. The option vests monthly in equal installments for one year, beginning on February 1, 2006. |
15. Received in the Merger in exchange for stock option to acquire 1,500 shares of IPI common stock for $0.77 per share based on a conversion ratio of 0.88411. |
/s/ Thomas Joseph Burke | 09/13/2006 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |