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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
INFINITY PHARMACEUTICALS, INC. [ INFI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
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)
|
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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 09/12/2006 | A | 91,736(1) | A | (2) | 91,736(1) | I | By Fund(3) | ||
Common Stock | 09/12/2006 | A | 119,763(1) | A | (4) | 211,499(1) | I | By Fund(3) | ||
Common Stock | 09/12/2006 | A | 408,460(1) | A | (5) | 408,460(1) | I | By Fund(6) | ||
Common Stock | 09/12/2006 | A | 532,768(1) | A | (7) | 941,228(1) | I | By Fund(6) | ||
Common Stock | 09/12/2006 | A | 10,211(1) | A | (8) | 10,211(1) | I | By Fund(9) | ||
Common Stock | 09/12/2006 | A | 13,319(1) | A | (10) | 23,530(1) | I | By Fund(9) |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $15.04(1) | 09/12/2006 | A | 28,125(1) | (11) | 09/12/2016 | Common Stock | 28,125(1) | (12) | 28,125(1) | D | ||||
Stock Option (Right to Buy) | $15.04(1) | 09/12/2006 | A | 1,875(1) | (13) | 09/12/2016 | Common Stock | 1,875(1) | (12) | 30,000(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 467,148 shares of Infinity Discovery, Inc. ("IPI") Series A Preferred Stock in connection with the merger (the "Merger") of IPI into Infinity Pharmaceuticals, Inc., formerly known as Discovery Partners International, Inc., based on a conversion ratio of 0.78550 (before giving effect to the reverse stock split referenced in footnote 1). The Series A Preferred Stock had no expiration date. |
3. Securities held of record by Venrock Associates, a limited partnership of which Anthony B. Evnin is a General Partner. Mr. Evnin disclaims beneficial ownership of these securities except to the extent of his pro-rata interest. |
4. Received in exchange for 479,563 shares of IPI Series B Preferred Stock in connection with the Merger based on a conversion ratio of 0.99894 (before giving effect to the reverse stock split referenced in footnote 1). The Series B Preferred Stock had no expiration date. |
5. Received in exchange for 2,080,000 shares of IPI Series A Preferred Stock in connection with the Merger based on a conversion ratio of 0.78550 (before giving effect to the reverse stock split referenced in footnote 1). The Series A Preferred Stock had no expiration date. |
6. Securities held of record by Venrock Associates III, L.P., a limited partnership of which Venrock Management III LLC is the General Partner. Anthony B. Evnin is a Member of Venrock Management III LLC and disclaims beneficial ownership of these securities except to the extent of his pro-rata interest. |
7. Received in exchange for 2,133,334 shares of IPI Series B Preferred Stock in connection with the Merger based on a conversion ratio of 0.99894 (before giving effect to the reverse stock split referenced in footnote 1). The Series B Preferred Stock had no expiration date. |
8. Received in exchange for 52,000 shares of IPI Series A Preferred Stock in connection with the Merger based on a conversion ratio of 0.78550 (before giving effect to the reverse stock split referenced in footnote 1). The Series A Preferred Stock had no expiration date. |
9. Securities held of record by Venrock Entrepreneurs Fund III, L.P., a limited partnership of which VEF Management III LLC is the General Partner. Anthony B. Evnin is a Member of VEF Management III LLC and disclaims beneficial ownership of these securities except to the extent of his pro-rata interest. |
10. Received in exchange for 53,333 shares of IPI Series B Preferred Stock in connection with the Merger based on a conversion ratio of 0.99894 (before giving effect to the reverse stock split referenced in footnote 1). The Series B Preferred Stock had no expiration date. |
11. The Stock Option vests as to 9,375 of the shares on the first anniversary of the grant date, which grant date was September 12, 2006, and the remainder in quarterly installments of 2,343 shares beginning at the end of the first quarter thereafter, provided that the holder continues to serve as a Director. |
12. Not applicable. |
13. The Stock Option vests in quarterly installments of 468 shares beginning at the end of the first quarter after the date of grant, which grant date was September 12, 2006, provided that the holder continues to serve as the Chairman of the Compensation Committee of the Board of Directors. |
Remarks: |
Anthony B. Evnin | 09/14/2006 | |
** 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. |