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*
Birchview Capital GP, LLC

(Last) (First) (Middle)
688 PINE STREET, SUITE D

(Street)
BURLINGTON VT 05401

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
METABOLIX, INC. [ MBLX ]
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)
06/19/2015
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)
Code V Amount (A) or (D) Price
Common Stock 06/19/2015 P 43,700(1) A $3.32(1) 710,366(2) I See footnote(3)(4)(5)
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
Common Stock Warrants $3.98 06/19/2015 P 39,330(1) 06/19/2015 06/19/2019 Common Stock 39,330 $0.125 39,330 I See footnote(3)(4)(5)
1. Name and Address of Reporting Person*
Birchview Capital GP, LLC

(Last) (First) (Middle)
688 PINE STREET, SUITE D

(Street)
BURLINGTON VT 05401

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Birchview Capital, LP

(Last) (First) (Middle)
688 PINE STREET, SUITE D

(Street)
BURLINGTON VT 05401

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Birchview Fund LLC

(Last) (First) (Middle)
688 PINE STREET, SUITE D

(Street)
BURLINGTON VT 05401

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Birchview Partners, LLC

(Last) (First) (Middle)
688 PINE STREET, SUITE D

(Street)
BURLINGTON VT 05401

(City) (State) (Zip)
Explanation of Responses:
1. The reported securities are included within 43,700 units of Issuer securities (the "Units") purchased by Birchview Fund, LLC (the "Fund") for $3.4325 per Unit pursuant to a Securities Purchase Agreement, dated June 15, 2015 by and among the Issuer, the Fund and certain other qualified institutional and individual investors. Each Unit consists of one share of of the Issuer's Common Stock, par value $0.01 per share ("Common Stock") and and nine-tenths of a Common Stock warrant to purchase one share of Common Stock at an exercise price of $3.98 per share (subject to adjustment in the event of stock splits, stock dividends, reclassifications and the like) (the "Warrant").
2. The shares of Common Stock reported herein give effect to the 1-for-6 reverse stock split which became effective in accordance with the terms of the Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation filed with the Secretary of State of Delaware on May 26, 2015.
3. Birchview Partners, LLC (the "Manager") is a member of Birchview Capital GP, LLC (the "GP"), which is the general partner of Birchview Capital, LP (the "Investment Manager"), the investment Manager of the Fund. The Manager disclaims Section 16 beneficial ownership of the shares of Common Stock, the Warrant and the shares of Common Stock underlying the Warrant, held by the Fund (collectively, the "Fund Securities") and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Fund Securities, except to the extent of its pecuniary interest, if any, in the Fund Securities by virtue of its membership interest in the Fund.
4. (Continued from Footnote 3) The GP and Investment Manager disclaim Section 16 beneficial ownership of the Fund Securities and this report shall not be deemed an admission that such reporting persons are the beneficial owners of such Fund Securities, except to the extent of their pecuniary interest, if any, in the Fund Securities by virtue of their management fee interest in the Fund.
5. Matthew Strobeck, the sole member of the GP, serves as the representative of the GP, the Investment Manager and the Fund on the Issuer's board of directors.
Remarks:
BIRCHVIEW FUND, LLC, /s/Sarah P. Cecil, attorney-in-fact 06/23/2015
BIRCHVIEW CAPITAL, LP, /s/Sarah P. Cecil, attorney-in-fact 06/23/2015
BIRCHVIEW CAPITAL GP, LLC, /s/Sarah P. Cecil, attorney-in-fact 06/23/2015
BIRCHVIEW PARTNERS, LLC, /s/Sarah P. Cecil, attorney-in-fact 06/23/2015
** Signature of Reporting Person Date
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