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^*

Freund John Gordon

(Last)

(First)

(Middle)

C/O SIRTRIS PHARMACEUTICALS, INC.

790 MEMORIAL DRIVE

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sirtris Pharmaceuticals, Inc. [ SIRT ]

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)
05/29/2007

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	05/29/2007		C		304,761	A	⁽¹⁾	304,761	I	See Footnote.⁽¹⁾
Common Stock	05/29/2007		C		714,286	A	⁽¹⁾	1,019,047	I	See Footnote.⁽¹⁾
Common Stock	05/29/2007		C		357,143	A	⁽¹⁾	1,376,190	I	See Footnote.⁽¹⁾
Common Stock	05/29/2007		C		243,197	A	⁽¹⁾	1,619,387	I	See Footnote.⁽¹⁾
Common Stock	05/29/2007		C		226,758	A	⁽¹⁾	1,846,145	I	See Footnote.⁽¹⁾

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	⁽¹⁾	05/29/2007		C			1,600,000	⁽¹⁾	⁽¹⁾	Common Stock	304,761	⁽¹⁾	0	I	See Footnote.⁽¹⁾
Series A-1 Redeemable Convertible Preferred Stock	⁽¹⁾	05/29/2007		C			3,750,000	⁽¹⁾	⁽¹⁾	Common Stock	714,286	⁽¹⁾	0	I	See Footnote.⁽¹⁾
Series B Redeemable Convertible Preferred Stock	⁽¹⁾	05/29/2007		C			1,875,000	⁽¹⁾	⁽¹⁾	Common Stock	357,143	⁽¹⁾	0	I	See Footnote.⁽¹⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	05/29/2007		C			1,276,786	⁽¹⁾	⁽¹⁾	Common Stock	243,197	⁽¹⁾	0	I	See Footnote.⁽¹⁾
Series C-1 Redeemable Convertible Preferred Stock	⁽¹⁾	05/29/2007		C			1,190,476	⁽¹⁾	⁽¹⁾	Common Stock	226,758	⁽¹⁾	0	I	See Footnote.⁽¹⁾

Explanation of Responses:

1. Upon the closing of the Issuer's initial public offering, each 5.25 shares of Series A, Series A-1, Series B, Series C and Series C-1 Redeemable Convertible Preferred Stock converted to 1 share of Common Stock. 1,801,297 shares of Common Stock are held by Skyline Venture Partners Qualified Purchaser Fund III, L.P. and 44,848 shares of Common Stock are held by Skyline Venture Partners III, L.P. The general partner of each of the Skyline Funds is Skyline Venture Management III, LLC, for which Dr. Freund is a Managing Director and therefore has shared control. Dr. Freund disclaims beneficial ownership of shares held by the Skyline Funds.

	/s/ Marc Rubenstein, Attorney-in-fact	05/31/2007
	** 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).
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