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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
METABOLIX, INC. [ MBLX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 101,970(1) | A | $3.32(1) | 1,486,136(3) | D | |||
Common Stock | 06/19/2015 | P | 43,700(2) | A | $3.32(2) | 710,366(3) | I | Owned by Birchview Fund LLC(2) | ||
Common Stock | 66,664(3) | I | Owned as custodian(4) | |||||||
Common Stock | 14,949(3) | I | By spouse as custodian UGMA for children(5) | |||||||
Common Stock | 6,819(3) | I | As trustee(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | 91,773(1) | 06/29/2015 | 06/29/2019 | Common Stock | 91,773 | $0.125 | 91,773 | D | ||||
Common Stock Warrants | $3.98 | 06/19/2015 | P | 39,330(2) | 06/19/2015 | 06/19/2019 | Common Stock | 39,330 | $0.125 | 39,330 | I | By Birchview Fund, LLC(2) |
Explanation of Responses: |
1. The reported securities are included in 101,970 units of Issuer securities (the "Units") purchased by the reporting person for $3.4325 per Unit pursuant to a Securities Purchase Agreement, dated June 15, 2015 (the "Securities Purchase Agreement") 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 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). |
2. The reported securities are included in 43,700 Units purchased by Birchview Fund, LLC (the "Fund") for $3.4325 per Unit pursuant to the Securities Purchase Agreement. Mr. Strobeck is the sole member of Birchview Capital GP, LLC (the "GP"), the general partner of Birchview Capital, LP (the "Investment Manager"), which is the investment Manager of the Fund) and the sole member of Birchview Partners, LLC (the "Manager"), which is a member of the Fund. Mr. Strobeck disclaims Section 16 beneficial ownership of the shares of Common 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 his pecuniary interest, if any, in the Fund Shares by virtue of his membership interest in the GP. |
3. 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. |
4. The reported securities are held in accounts for minor children for which the reporting person serves as a custodian. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
5. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
6. These shares are held indirectly by a trust for the benefit of the reporting person's children. The reporting person is a trustee of the trust. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest in them. |
/s/ Sarah P. Cecil, attorney-in-fact | 06/23/2015 | |
** 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). | ||
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. |