View:
Download DOC
Download PDF
SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Schuler Family Foundation
(Last) (First) (Middle)
28161 NORTH KEITH DRIVE
(Street)
LAKE FOREST IL 60045
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/22/2014 		3. Issuer Name and Ticker or Trading Symbol
METABOLIX, INC. [ MBLX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 1,915,819(2) D
Common Stock 23,400,000(1)(2) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock (3) (3) Common Stock 23,400(1)(2)(3) (3) D
Explanation of Responses:
1. The reported securities are included within 23,400,000 units of Issuer securities (the "Units") purchased by the Schuler Family Foundation for $0.50 per Unit pursuant to a Securities Purchase Agreement, dated August 4, 2014 by and among the Issuer, the Schuler Family Foundation and certain other qualified institutional and individual investors. Each Unit consists of one share of the Issuer's common stock, par value $0.01 per share ("Common Stock") and one one-thousandth (1/1,000) of a share of the Issuer's Series B Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock").
2. The Schuler Family Foundation may be deemed to be a member of a "group" for purposes of Section 13(d) with Jack Schuler and his wife, Renate Schuler but disclaims Section 13(d) beneficial ownership over the securities held by Mr. Schuler and Mrs. Schuler.
3. Each share of Preferred Stock will automatically convert into 1,000 shares of Common Stock upon the effectiveness of the filing of an amendment to the Issuer's charter to increase the number of shares of the Issuer's authorized Common Stock to not less than 150,000,000.
Remarks:
This report shall not be deemed an admission by any of the reporting persons that they are or may be members of a "group" for purposes of Section 13(d). Exhibit 24.1- Power of Attorney
/s/ Jack W. Schuler, attorney-in-fact 08/29/2014
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                  Exhibit 24.1

         LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

     The undersigned hereby constitutes and appoints Jack W. Schuler the
undersigned's true and lawful attorney-in-fact to:

          (1)  execute for and on behalf of the undersigned, in the
               undersigned's capacity as a director, officer and/or stockholder
               of a class of securities of Metabolix, Inc. (the "Company"), as
               the case may be, Forms 3, 4 and 5, and amendments thereto, in
               accordance with Section 16(a) of the Securities Exchange Act of
               1934, as amended (the "Exchange Act"), and the rules thereunder;

          (2)  do and perform any and all acts for and on behalf of the
               undersigned which may be necessary or desirable to complete and
               execute any such Form 3, Form 4 or Form 5, or amendments thereto,
               and timely file such form with the Securities and Exchange
               Commission and any stock exchange or similar authority; and

          (3)  take any other action of any type whatsoever in connection with
               the foregoing which, in the opinion of such attorney-in-fact, may
               be necessary or desirable in connection with the foregoing
               authority, it being understood that the documents executed by
               such attorney-in-fact on behalf of the undersigned, pursuant to
               this Power of Attorney shall be in such form and shall contain
               such terms and conditions as such attorney-in-fact may approve.

     The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such attorney-in-fact
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
his or her substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorney-in-fact, in serving in such
capacity at the request of the undersigned, is not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Exchange Act.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of, and transactions in, securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact. This Power of Attorney may be filed with the
Securities and Exchange Commission as a confirming statement of the authority
stated herein.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 29th day of August, 2014.

                                        Schuler Family Foundation

                                        By:  /s/Jack W. Schuler
                                             ------------------
                                        Name: Jack W. Schuler, Director