UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
METABOLIX, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
591018809
(CUSIP Number)
August 22, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Larry N. Feinberg |
||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_] (b) [_] |
||||
| 3 | SEC USE ONLY | ||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 | |||
| 6 |
SHARED VOTING POWER
5,472,971 | ||||
| 7 |
SOLE DISPOSITIVE POWER
0 | ||||
| 8 |
SHARED DISPOSITIVE POWER
5,472,971 | ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,472,971 |
||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ | |||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4% |
||||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
||||
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Partners, L.P. | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨ (b) ¨ | |||
| 3 |
SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 | ||
| 6 |
SHARED VOTING POWER
108,343 | |||
| 7 |
SOLE DISPOSITIVE POWER
0 | |||
| 8 |
SHARED DISPOSITIVE POWER
108,343 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,343 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1% | |||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
PN | |||
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Institutional Partners, L.P. | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨ (b) ¨ | |||
| 3 |
SEC USE ONLY
| |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 | ||
| 6 |
SHARED VOTING POWER
2,336,883 | |||
| 7 |
SOLE DISPOSITIVE POWER
0 | |||
| 8 |
SHARED DISPOSITIVE POWER
2,336,883 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,336,883 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.8% | |||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
PN | |||
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Associates, LLC | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨ (b) ¨ | |||
| 3 |
SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 | ||
| 6 |
SHARED VOTING POWER
2,445,226 | |||
| 7 |
SOLE DISPOSITIVE POWER
0 | |||
| 8 |
SHARED DISPOSITIVE POWER
2,445,226 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,445,226 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9% | |||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
OO | |||
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Ten Fund Master, L.P. |
||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨ (b) ¨ |
||||
| 3 |
SEC USE ONLY |
||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 | |||
| 6 |
SHARED VOTING POWER
3,027,745 | ||||
| 7 |
SOLE DISPOSITIVE POWER
0 | ||||
| 8 |
SHARED DISPOSITIVE POWER
3,027,745 | ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,027,745 |
||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ | |||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.6% |
||||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
OO |
||||
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Investment Management, Inc. |
||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨ (b) ¨ |
||||
| 3 |
SEC USE ONLY |
||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 | |||
| 6 |
SHARED VOTING POWER
3,027,745 | ||||
| 7 |
SOLE DISPOSITIVE POWER
0 | ||||
| 8 |
SHARED DISPOSITIVE POWER
3,027,745 | ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,027,745 |
||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ | |||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.6% |
||||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
||||
| Item 1(a). | Name of Issuer: |
Metabolix, Inc., a Delaware corporation (the “Issuer”).
| Item1(b). | Address of Issuer’s Principal Executive Offices: |
21 Erie Street, Cambridge, MA 02139
| Item 2(a). | Name of Filing Person: |
This statement is filed by:
| (i) | Mr. Larry N. Feinberg (“Mr. Feinberg”) serves as the managing member of Oracle Associates (as defined herein). Mr. Feinberg may be deemed to indirectly beneficially own shares of the Issuer’s common stock (“Shares”) directly or indirectly beneficially owned by Oracle Associates by virtue of the foregoing relationship. Mr. Feinberg is the sole shareholder, director and president of the Manager (as defined herein), which serves as investment manager to Ten Fund (as defined herein), and accordingly, may be deemed to be the beneficial owner of the Shares beneficially owned by Ten Fund. |
| (ii) | Oracle Partners, L.P., a Delaware limited partnership (“Partners”), with respect to Shares directly owned by it; |
| (iii) | Oracle Institutional Partners, L.P., a Delaware limited partnership (“Institutional Partners”) with respect to Shares directly owned by it; |
| (iv) | Oracle Associates, LLC, a Delaware limited liability company (“Oracle Associates”), which serves as the general partner of Partners and Institutional Partners, and may be deemed to indirectly beneficially own Shares, by virtue of the foregoing relationship, directly or indirectly beneficially owned by Partners and Institutional Partners; |
| (v) | Oracle Ten Fund Master, L.P., a limited partnership organized under the Cayman Islands (“Ten Fund”), with respect to Shares directly owned by it; and |
| (vi) | Oracle Investment Management, Inc., a Delaware corporation (the “Manager”), which serves as investment manager to Ten Fund, and accordingly, may be deemed to be the beneficial owner of Shares beneficially owned by Ten Fund. |
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The address of the principal business office of the Reporting Persons is 200 Greenwich Avenue, 3rd Floor, Greenwich, Connecticut 06830.
| Item 2(c). | Citizenship: |
Mr. Feinberg is a citizen of the United States of America. Partners, Institutional Partners, Oracle Associates and the Manager are organized under the laws of the state of Delaware. Ten Fund is organized under the laws of the Cayman Islands.
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.01
| Item 2(e). | CUSIP Number: |
591018809
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ Broker or dealer registered under Section 15 of the Act. |
| (b) | ¨ Bank as defined in section 3(a)(6) of the Act. |
| (c) | ¨ Insurance company as defined in section 3(a)(19) of the Act. |
| (d) | ¨ Investment company registered under section 8 of the Investment Company Act of 1940. |
| (e) | ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
| (f) | ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
| (g) | ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
| (h) | ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| (i) | ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940. |
| (j) | ¨ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ___ |
| Item 4. | Ownership: |
The percentage of Shares owned is based upon 85,094,640 Shares of the Issuer’s common stock, which is based upon 35,094,640 Shares outstanding as of August 4, 2014, as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q for the period ended June 30, 2014, filed with the Securities and Exchange Commission on August 8, 2014, together with the addition of 50,000,000 Shares purchased by investors in private transactions with the Issuer on August 22, 2014.
The beneficial ownership of the Reporting Persons is set forth below and does not include 4,000,000 Shares of the Issuer’s common stock which may be issued upon the automatic conversion of 4,000 shares of the Issuer’s Series B Preferred Stock, par value $0.01 per share, owned by the Reporting Persons and which would be automatically converted upon the filing of a charter amendment to increase the number of authorized shares of the Issuer’s common stock to not less than 150,000,000.
This filing and any future amendments hereto shall not be considered an admission that any Reporting Person is a beneficial owner of Shares beneficially owned by any other Reporting Person named herein.
A. Larry N. Feinberg
(a) Amount beneficially owned: 5,472,971
(b) Percent of class: 6.4%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 5,472,971
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 5,472,971
B. Oracle Partners, L.P.
(a) Amount beneficially owned: 108,343
(b) Percent of class: 0.1%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 108,343
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 108,343
C. Oracle Institutional Partners, L.P.
(a) Amount beneficially owned: 2,336,883
(b) Percent of class: 2.8%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 2,336,883
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 2,336,883
D. Oracle Associates, LLC
(a) Amount beneficially owned: 2,445,226
(b) Percent of class: 2.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 2,445,226
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 2,445,226
E. Oracle Ten Fund Master, L.P.
(a) Amount beneficially owned: 3,027,745
(b) Percent of class: 3.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 3,027,745
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 3,027,745
F. Oracle Investment Management, Inc.
(a) Amount beneficially owned: 3,027,745
(b) Percent of class: 3.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 3,027,745
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 3,027,745
| Item 5. | Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group: |
Not applicable.
| Item 9. | Notice of Dissolution of Group: |
Not applicable.
| Item 10. | Certification: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 29, 2014
| /s/ Larry N. Feinberg | |
| Larry N. Feinberg, Individually | |
| ORACLE PARTNERS, L.P. | |
| By: ORACLE ASSOCIATES, LLC, its general partner | |
| By: /s/ Larry N. Feinberg | |
| Larry N. Feinberg, Managing Member | |
| ORACLE INSTITUTIONAL PARTNERS, L.P. | |
| By: ORACLE ASSOCIATES, LLC, its general partner | |
| By: /s/ Larry N. Feinberg | |
| Larry N. Feinberg, Managing Member | |
| ORACLE ASSOCIATES, LLC | |
| By: /s/ Larry N. Feinberg | |
| Larry N. Feinberg, Managing Member | |
| ORACLE TEN FUND MASTER, L.P. | |
| By: ORACLE ASSOCIATES, LLC, its general partner | |
| By: /s/ Larry N. Feinberg | |
| Larry N. Feinberg, Managing Member | |
| ORACLE INVESTMENT MANAGEMENT, INC. | |
| By: /s/ Larry N. Feinberg | |
| Larry N. Feinberg, Managing Member |
Exhibit Index
| 99.1 | Joint Filing Agreement, dated August 29, 2014, by and among, Larry N. Feinberg, Oracle Partners, L.P., Oracle Institutional Partners, L.P., Oracle Associates, LLC, Oracle Ten Fund Master, L.P., and Oracle Investment Management, Inc. |
Exhibit 99.1
SCHEDULE 13G JOINT FILING AGREEMENT
The undersigned hereby agree that this Schedule 13G (as so amended, the “Schedule 13G”) with respect to the common stock of Metabolix, Inc. is, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to the Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.
Dated: August 29, 2014
| /s/ Larry N. Feinberg | |
| Larry N. Feinberg, Individually | |
| ORACLE PARTNERS, L.P. | |
| By: ORACLE ASSOCIATES, LLC, its general partner | |
| By: /s/ Larry N. Feinberg | |
| Larry N. Feinberg, Managing Member | |
| ORACLE INSTITUTIONAL PARTNERS, L.P. | |
| By: ORACLE ASSOCIATES, LLC, its general partner | |
| By: /s/ Larry N. Feinberg | |
| Larry N. Feinberg, Managing Member | |
| ORACLE ASSOCIATES, LLC | |
| By: /s/ Larry N. Feinberg | |
| Larry N. Feinberg, Managing Member | |
| ORACLE TEN FUND MASTER, L.P. | |
| By: ORACLE ASSOCIATES, LLC, its general partner | |
| By: /s/ Larry N. Feinberg | |
| Larry N. Feinberg, Managing Member | |
| ORACLE INVESTMENT MANAGEMENT, INC. | |
| By: /s/ Larry N. Feinberg | |
| Larry N. Feinberg, Managing Member |