Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EFpzAJA5u1jGH8x6BUzjFjffdOTT0X1hOKbF3holIMb2a298oC/RTWUcQak4kgVO dq7RTdIRsfi88c6KL078Gg== 0001193125-06-116233.txt : 20060519 0001193125-06-116233.hdr.sgml : 20060519 20060519143020 ACCESSION NUMBER: 0001193125-06-116233 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060519 DATE AS OF CHANGE: 20060519 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICROMET, INC. CENTRAL INDEX KEY: 0001131907 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 522243564 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79337 FILM NUMBER: 06854774 BUSINESS ADDRESS: STREET 1: 2110 RUTHERFORD STREET 2: ROAD CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 7604944200 MAIL ADDRESS: STREET 1: 2110 RUTHERFORD STREET 2: ROAD CITY: CARLSBAD STATE: CA ZIP: 92008 FORMER COMPANY: FORMER CONFORMED NAME: CANCERVAX CORP DATE OF NAME CHANGE: 20010108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 3i GROUP PLC CENTRAL INDEX KEY: 0001078716 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 91 WATERLOO ROAD STREET 2: LONDON CITY: ENGLAND SEI8XP STATE: X0 ZIP: 00000 BUSINESS PHONE: 01799283131 MAIL ADDRESS: STREET 1: 91 WATERLOO ROAD STREET 2: LONDON CITY: ENGLAND SEI8XP STATE: X0 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: 31 GROUP PLC DATE OF NAME CHANGE: 19990208 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. )*

MICROMET, INC.

(Name of Issuer)

Common, $.00004 par value per share

(Title of Class of Securities)

13738Y 10 7

(CUSIP Number)

May 5, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 13738Y 10 7		13G		Page 2 of 5 Pages


1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

		3i Group plc
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		United Kingdom


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER

		2,940,435
		6. SHARED VOTING POWER

		0
		7. SOLE DISPOSITIVE POWER

		2,940,435
		8. SHARED DISPOSITIVE POWER

		0


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,940,435
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	10.1%¹
12.	TYPE OF REPORTING PERSON*

	OO

¹	The percentage ownership is based upon 29,164,241 issued and outstanding shares as reported by the Issuer in its filing on Form 10-Q for the quarterly period ended March 31, 2006.

Item 1

(a).

Name of Issuer

The name of the issuer to which this filing on Schedule 13G relates is Micromet, Inc. (the “Company”).

Item 1

(b).

Address of Issuer’s Principal Executive Offices

The principal executive offices of the Company are located at 2110 Rutherford Road, Carlsbad, CA 92008

Item 2

(a).

Name of Person Filing

This Statement is being filed on behalf of 3i Group plc.

Item 2

(b).

Address of Principal Business Office or, if none, Residence

The principal business address of 3i Group plc is 16 Palace Street, London, United Kingdom SW1 5JD.

Item 2

(c).

Citizenship

3i Group plc is organized under the laws of the United Kingdom.

Item 2

(d).

Title of Class of Securities

The class of equity securities of the Company to which this filing on Schedule 13G relates is Common Stock, Par Value $.00004 per share (“Common Stock”).

Item 2

(e).

CUSIP Number

The CUSIP number of the Company’s Common Stock is 13738Y 10 7.

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

An investment adviser in accordance with §13d-1(b)(1)(ii)(E).

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to §240.13d-1(c), check this box.

Page 3 of 5 Pages


Item 4.	Ownership

Item 4	(a).	Amount beneficially owned

		As of the close of business on May 5, 2006, 3i Group plc was the beneficial owner 2,940,435 shares of Common Stock of the Company.

Item 4	(b).	Percent of Class

		As of the close of business on May 5, 2006, 3i Group plc was the beneficial owner of 10.1% of the Common Stock of the Company. The aggregate percentage of Common Stock reported owned by 3i Group plc is based upon 29,164,241 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of May 8, 2006, based on representations made in the Company’s quarterly report for the quarter ending March 31, 2006 on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2006.

Item 4	(c).	Number of shares as to which such person has:

		(i)	sole power to vote or to direct the vote:

			2,940,435

		(ii)	shared power to vote or to direct the vote:

			0

		(iii)	sole power to dispose or to direct the disposition of:

			2,940,435

		(iv)	shared power to dispose or to direct the disposition of:

			0

Item 5.	Ownership of Five Percent or Less of a Class

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person

	Not Applicable.

Item 7.	Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

	Not Applicable.

Item 8.	Identification and Classification of Members of the Group

	Not Applicable.

Item 9.	Notice of Dissolution of Group

	Not Applicable.

Item 10.	Certification

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 4 of 5 Pages

Dated: May 18, 2006


3i GROUP PLC

By:		/s/ Renee Aguiar-Lucander
Name:		Renee Aguiar-Lucander
Title:		Partner

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