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^*

OXFORD BIOSCIENCE PARTNERS III LP

(Last)

(First)

(Middle)

222 BERKELEY ST.

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AVALON PHARMACEUTICALS INC [ AVRX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/04/2005

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

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

	Form filed by One Reporting Person
X	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	10/04/2005		C		457,946	A	$0	528,066	D⁽¹⁾
Common Stock	10/04/2005		C		65,267	A	$0	75,261	I⁽²⁾	Oxford Bioscience Partners (Bermuda) III L.P.
Common Stock	10/04/2005		C		43,606⁽³⁾	A	$0	50,168	I⁽⁴⁾	Oxford Bioscience Partners (Adjunct) III L.P.
Common Stock	10/04/2005		C		5,420⁽³⁾	A	$0	6,244	I⁽⁵⁾	mRNA Fund L.P.
Common Stock	10/04/2005		P		145,195	A	$10.5	673,261	D⁽¹⁾
Common Stock	10/04/2005		P		20,693	A	$10.5	95,954	I⁽²⁾	Oxford Bioscience Partners (Bermuda) III L.P.
Common Stock	10/04/2005		P		13,795	A	$10.5	63,963	I⁽⁴⁾	Oxford Bioscience Partners (Adjunct) III L.P.
Common Stock	10/04/2005		P		1,717	A	$10.5	7,961	I⁽⁵⁾	mRNA Fund L.P.

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 Redeemable Convertible Preferred Stock	⁽⁶⁾	10/04/2005		C			150,257	⁽⁷⁾	⁽⁸⁾	Common Stock	150,257	$0	0	D⁽¹⁾
Series B Redeemable Convertible Preferred Stock	⁽⁹⁾	10/04/2005		C			253,061	⁽⁷⁾	⁽⁸⁾	Common Stock	253,061	$0	0	D⁽¹⁾
8% Convertible Notes	⁽¹⁰⁾	10/04/2005		C			54,628⁽¹⁰⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	54,628	$0	0	D⁽¹⁾
Series A Redeemable Convertible Preferred Stock	⁽⁶⁾	10/04/2005		C			21,415	⁽⁷⁾	⁽⁸⁾	Common Stock	21,415	$0	0	I⁽²⁾	By Oxford Bioscience Partners (Bermuda) III Limited Partnership
Series B Redeemable Convertible Preferred Stock	⁽⁹⁾	10/04/2005		C			36,066	⁽⁷⁾	⁽⁸⁾	Common Stock	36,066	$0	0	I⁽²⁾	By Oxford Bioscience Partners (Bermuda) III Limited Partnership
8% Convertible Notes	⁽¹⁰⁾	10/04/2005		C			7,786⁽¹⁰⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	7,786	$0	0	I⁽²⁾	By Oxford Bioscience Partners (Bermuda) III Limited Partnership
Series A Redeemable Convertible Preferred Stock	⁽⁶⁾	10/04/2005		C			14,062⁽³⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	14,062	$0	0	I⁽⁴⁾	By Oxford Bioscience Partners (Adjunct) III L.P.
Series B Redeemable Convertible Preferred Stock	⁽⁹⁾	10/04/2005		C			23,686	⁽⁷⁾	⁽⁸⁾	Common Stock	23,686	$0	0	I⁽⁴⁾	By Oxford Bioscience Partners (Adjunct) III L.P.
8% Convertible Notes	⁽¹⁰⁾	10/04/2005		C			5,858⁽¹⁰⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	5,858	$0	0	I⁽⁴⁾	By Oxford Bioscience Partners (Adjunct) III L.P.
Series A Redeemable Convertible Preferred Stock	⁽⁶⁾	10/04/2005		C			1,766	⁽⁷⁾	⁽⁸⁾	Common Stock	1,766	$0	0	I⁽⁵⁾	By mRNA Fund L.P.
Series B Redeemable Convertible Preferred Stock	⁽⁹⁾	10/04/2005		C			3,005⁽³⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	3,005	$0	0	I⁽⁵⁾	By mRNA Fund L.P.
8% Convertible Notes	⁽¹⁰⁾	10/04/2005		C			649⁽¹⁰⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	649	$0	0	I⁽⁵⁾	By mRNA Fund L.P.

1. Name and Address of Reporting Person^*

OXFORD BIOSCIENCE PARTNERS III LP

(Last)

(First)

(Middle)

222 BERKELEY ST.

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Oxford Bioscience Partners (Bermuda) III Limtied Partnership

(Last)

(First)

(Middle)

222 BERKELEY ST.

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Oxford Bioscience Partners (Adjunct) III L.P.

(Last)

(First)

(Middle)

222 BERKELEY ST.

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

mRNA Fund L.P.

(Last)

(First)

(Middle)

222 BERKELEY ST.

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

OBP Management III L.P.

(Last)

(First)

(Middle)

222 BERKELEY ST.

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

OBP Management (Bermuda) III Limited Partnership

(Last)

(First)

(Middle)

222 BERKELEY ST.

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

mRNA Partners L.P.

(Last)

(First)

(Middle)

222 BERKELEY ST.

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BARNES JEFFREY T

(Last)

(First)

(Middle)

222 BERKELEY ST.

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

FLEMING JONATHAN

(Last)

(First)

(Middle)

222 BERKELEY ST.

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

WALTON ALAN G

(Last)

(First)

(Middle)

315 POST ROAD WEST

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Securities held of record by Oxford Bioscience Partners III L.P. ("OBP"). By virtue of their relationship as affiliated limited partnerships whose general partners share general partners, Oxford Bioscience Partners (Adjunct) III L.P. ("OBP Adjunct"), Oxford Bioscience Partners (Bermuda) III Limited Partnership ("OBP Bermuda") and mRNA Fund L.P. ("mRNA") may be deemed to beneficially own the shares held of record by OBP. OBP Management III L.P. (the general partner of OBP and OBP Adjunct), OBP Management (Bermuda) III Limited Partnership (the general partner of OBP Bermuda) and mRNA Partners L.P. (the general partner of mRNA) may be deemed to beneficially own the shares held of record by OBP. Messrs. Barnes, Fleming, and Walton (the general partners of OBP Management III L.P.) may be deemed to beneficially own the shares held of record by OBP. The reporting persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

2. Securities held of record by OBP Bermuda. By virtue of their relationship as affiliated limited partnerships whose general partners share general partners, OBP, OBP Adjunct and mRNA may be deemed to benefically own the shares held of record by OBP Bermuda. OBP Management III L.P. (the general partner of of OBP and OBP Adjunct), OBP Management (Bermuda) III Limited Partnership (the general partner of OBP Bermuda) and mRNA Partners L.P. (the general partner of mRNA) may be deemed to benefically own the shares held of record by OBP Bermuda. Messrs. Barnes, Fleming, and Walton (the general partners of OBP Management (Bermuda) III Limited Partnership) may be deemed to beneficially own the shares held of record by OBP Bermuda. The reporting persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

3. Represents a correction to the number of shares underlying the derivative securities as reported by the Reporting Persons on the Form 3 filed on September 28, 2005, which contained a de minimis error in the number of such shares.

4. Securities held of record by OBP Adjunct. By virtue of their relationship as affiliated limited partnerships whose general partners share general partners, OBP, OBP Bermuda and mRNA may be deemed to benefically own the shares held of record by OBP Adjunct. OBP Management III L.P. (the general partner of of OBP and OBP Adjunct), OBP Management (Bermuda) III Limited Partnership (the general partner of OBP Bermuda) and mRNA Partners L.P. (the general partner of mRNA) may be deemed to benefically own the shares held of record by OBP Adjunct. Messrs. Barnes, Fleming, and Walton (the general partners of OBP Management III L.P.) may be deemed to beneficially own the shares held of record by OBP Adjunct. The reporting persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

5. Securities held of record by mRNA. By virtue of their relationship as affiliated limited partnerships whose general partners share general partners, OBP, OBP Bermuda and OBP Adjunct may be deemed to benefically own the shares held of record by mRNA. OBP Management III L.P. (the general partner of of OBP and OBP Adjunct), OBP Management (Bermuda) III Limited Partnership (the general partner of OBP Bermuda) and mRNA Partners L.P. (the general partner of mRNA) may be deemed to benefically own the shares held of record by mRNA. Messrs. Barnes, Fleming, and Walton (the general partners of mRNA Partners L.P.) may be deemed to beneficially own the shares held of record by mRNA. The reporting persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

6. Upon the closing of the initial public offering of Avalon Pharmaceuticals, Inc. ("Avalon"), each share of Series A Redeemable Convertible Preferred Stock automatically converted into Common Stock for no consideration.

7. These securities are convertible at anytime into Common Stock of Avalon.

8. These securities are preferred stock and do not have an expiration date. These securities automatically converted into shares of Avalon Common Stock upon the October 4, 2005 closing of Avalon's initial public offering.

9. Upon the closing of the initial public offering of Avalon, each share of Series B Redeemable Convertible Preferred Stock automatically converted into Common Stock for no consideration.

10. Upon the closing of the initial public offering of Avalon, the 8% Convertible Notes automatically converted into Common Stock at a conversion rate equal to the principal amount of the note, plus accrued and unpaid interest (which accrued at the rate of 15% until February 24, 2005 and at the rate of 8% thereafter) divided by the public offering price per share, which was $10.50.

Remarks:

	/s/ Jonathan J. Fleming, as general partner of the general partner of Oxford Bioscience Partners III L.P.	10/06/2005
	/s/ Jonathan J. Fleming, as general partner of the general partner of Oxford Bioscience Partners (Bermuda) III Limited Partnership	10/06/2005
	/s/ Jonathan J. Fleming, as general partner of the general partner of Oxford Bioscience Partners (Adjunct) III L.P.	10/06/2005
	/s/ Jonathan J. Fleming, as general partner of the general partner of mRNA Fund L.P.	10/06/2005
	/s/ Jonathan J. Fleming, as general partner of OBP Management III L.P.	10/06/2005
	/s/ Jonathan J. Fleming, as general partner of OBP Management (Bermuda) III Limited Partnership	10/06/2005
	/s/ Jonathan J. Fleming, as general partner of mRNA Partners L.P.	10/06/2005
	/s/ Jeffrey T. Barnes	10/06/2005
	/s/ Jonathan J. Fleming	10/06/2005
	/s/ Raymond Charest, as attorney-in-fact for Alan G. Walton	10/06/2005
	** 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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