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 | 35,000(1) | A | $3.32(1) | 76,666(2) | D | |||
Common Stock | 100,000(2)(4) | D | ||||||||
Common Stock | 137,566(2)(5) | D | ||||||||
Common Stock | 201,667(2)(6) | D | ||||||||
Common Stock | 5,233(2) | I | By 401(k) Plan(3) |
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 (right to buy) | $3.98 | 06/19/2015 | P | 31,500(1) | 06/19/2015 | 06/19/2019 | Common Stock | 31,500 | $0.125 | 31,500 | D |
Explanation of Responses: |
1. The reported securities are included in 35,000 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 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 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. |
3. Shares acquired as Company matching contributions under the Metabolix, Inc. 401(k) Plan. |
4. These securities are in the form of restricted stock units ("RSUs"). 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 reporting person's 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 1/2/16, the RSUs will be forfeited and shall not vest under any circumstances. |
5. The securities are in the form of RSUs issued pursuant to the Issuer's 2014 Stock Option and Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest in their entirety on April 1, 2016. Except as provided in the reporting person's employment agreement, all RSUs that have not vested will automatically terminate upon the reporting person's termination of employment with the Issuer and its subsidiaries. Vesting of the RSUs is also subject to certain acceleration, continuation and termination provisions set forth in the reporting person's employment agreement. |
6. The securities are in the form of RSUs issued pursuant to the Issuer's 2014 Stock Option and Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest in four (4) equal annual installments beginning on April 1, 2016. Except as otherwise provided in the reporting person's employment agreement, all RSUs that have not vested will automatically terminate upon the reporting person's termination of employment with the Issuer and its subsidiaries. Vesting of the RSUs is also subject to certain acceleration, continuation and termination provisions set forth in the reporting person's employment agreement. |
/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. |