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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* SHAULSON JOSEPH H (Last) (First) (Middle) C/O METABOLIX, INC. 21 ERIE STREET (Street) CAMBRIDGE MA 02139 (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) 12/19/2013
	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)
			Code	V	Amount	(A) or (D)	Price

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)	$1.33	12/19/2013		A		1,150,000		(1)(4)	12/19/2023	Common Stock	1,150,000	$0	1,150,000	D
Stock Option (right to buy)	$1.2	12/19/2013		A		250,000		(2)	(2)	Common Stock	250,000	$0	250,000	D
Restricted Stock Units	$0	12/19/2013		A		600,000		(3)(4)	(3)	Common Stock	600,000	$0	600,000	D

Explanation of Responses:

1. 25% of the option shares will vest on the two-year anniversary of the vesting commencement date of January 2, 2014 (the "Commencement Date"); 25% of the shares will vest on the three-year anniversary of the Commencement Date; and the remaining 50% of the shares will vest on the four-year anniversary of the Commencement Date.

2. Pursuant to the reporting person's employment agreement with the Issuer (the "Employment Agreement"), the reporting person agreed to purchase 250,000 shares of the Issuer's common stock within 30 days of the Commencement Date at a price 10% below the closing price of the Issuer's common stock on December 19, 2013.

3. The restricted stock units (the "RSUs") represent a contingent right to receive shares of the Issuer's common stock. Vesting of the RSUs is triggered, if at all, by the achievement of certain stock price or revenue based targets as set forth in the Employment Agreement. If performance targets are met, the RSUs vest in various percentages on the first, second and third anniversaries, respectively, of the date such targets are achieved. To the extent vesting of the RSU's has not been triggered prior to the two-year anniversary of the Commencement Date, the RSUs will be forfeited and shall not vest under any circumstances.

4. Vesting of the option shares and RSU's is also subject to certain acceleration, continuation and termination provisions set forth in the Employment Agreement.

	/s/ Sarah P. Cecil, attorney-in-fact	12/23/2013
	** 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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