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*
Birchview Capital GP, LLC

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

(Street)
BURLINGTON VT 05401

(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)
X Director 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)
Form filed by One Reporting Person
X 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 2,000,000(1) I See footnote(2)(4)
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 2,000(1)(3) (3) I See footnote(2)(4)
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 2,000,000 units of Issuer securities (the "Units") purchased by Birchview Fund, LLC (the "Fund") for $0.50 per Unit pursuant to a Securities Purchase Agreement, dated August 4, 2014 by and among the Issuer, the reporting person 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. 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 and Preferred Stock held by the Fund (collectively, the "Fund Shares") and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Fund Shares, except to the extent of its pecuniary interest, if any, in the Fund Shares by virtue of its membership interest in the Fund. The GP and Investment Manager disclaim Section 16 beneficial ownership of the Fund Shares and this report shall not be deemed an admission that such reporting persons are the beneficial owners of such Fund Shares, except to the extent of their pecuniary interest, if any, in the Fund Shares by virtue of their management fee interest in the Fund.
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.
4. 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:
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, Exhibit 24.2 - Power of Attorney, Exhibit 24.3 - Power of Attorney and Exhibit 24.4 - Power of Attorney.
/s/ Sarah P. Cecil, attorney-in-fact, BIRCHVIEW FUND, LLC 08/29/2014
/s/ Sarah P. Cecil, attorney-in-fact, BIRCHVIEW CAPITAL, LP 08/29/2014
/s/ Sarah P. Cecil, attorney-in-fact, BIRCHVIEW CAPITAL GP, LLC 08/29/2014
/s/ Sarah P. Cecil, attorney-in-fact, BIRCHVIEW PARTNERS, LLC 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 Sarah P. Cecil 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.

                                        BIRCHVIEW FUND,LLC

                                        By: /s/Matthew Strobeck
                                            -------------------
                                        Name: Matthew Strobeck
                                        Title: on behalf of Birchview Partners
                                        LLC
                                                                    Exhibit 24.2

         LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

    The undersigned hereby constitutes and appoints Sarah P. Cecil 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 unersigned 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.

                                        BIRCHVIEW CAPITAL, LP

                                        By:  /s/Matthew Strobeck
                                             -------------------
                                        Name: Matthew Strobeck
                                        Title: Partner
                                                                    Exhibit 24.3

         LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

    The undersigned hereby constitutes and appoints Sarah P. Cecil 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.

                                        BIRCHVIEW CAPITAL GP, LLC

                                        By: /s/Matthew Strobeck
                                            --------------------
                                        Name: Matthew Strobeck
                                        Title: Partner
                                                                    Exhibit 24.4

         LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

    The undersigned hereby constitutes and appoints Sarah P. Cecil 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.

                                        BIRCHVIEW PARTNERS, LLC

                                        By: /s/Matthew Strobeck
                                            --------------------
                                        Name: Matthew Strobeck
                                        Title: Principal