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
 
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1. Name and Address of Reporting Person*
Muller Edward M

(Last) (First) (Middle)
C/O METABOLIX, INC.
21 ERIE STREET

(Street)
CAMBRIDGE MA 02139

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/09/2006
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)
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 163,460 D
Common Stock 20,432 I See Footnote(1)
Common Stock 20,432 I See Footnote(1)
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 A Preferred Stock (2) (2) Common Stock 530,000 (2) D
Series B Preferred Stock (2) (2) Common Stock 55,000 (2) D
Series C Preferred Stock (2) (2) Common Stock 186,000 (2) D
Series D Preferred Stock (2) (2) Common Stock 12,000 (2) D
Series E Preferred Stock (2) (2) Common Stock 23,150 (2) D
Series F Preferred Stock (2) (2) Common Stock 40,389 (2) D
Series G Preferred Stock (2) (2) Common Stock 73,334 (2) D
Series I-1 Preferred Stock (2) (2) Common Stock 177,987 (2) D
Series I-1 Preferred Stock (2) (2) Common Stock 2,915 (2) I See Footnote(1)
Series I-1 Preferred Stock (2) (2) Common Stock 2,915 (2) I See Footnote(1)
Warrant (right to buy) (3) 04/12/2007 Common Stock 145,468 13.21 D
Warrant (right to buy) (3) 04/12/2007 Common Stock 2,382 13.21 I See Footnote(1)
Warrant (right to buy) (3) 04/12/2007 Common Stock 2,382 13.21 I See Footnote(1)
Explanation of Responses:
1. Held by a trust for the benefit of family members. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any. This report shall not be deemed an admission that the reporting person is the beneficial owner of his securities for purposes of Section 16 or any other purpose.
2. The Issuer's preferred stock will automatically be converted into Common Stock on a .8173-for-1 basis upon the closing of the Issuer's initial public offering.
3. These warrants are fully vested and exercisable.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Sarah P. Cecil, attorney-in-fact 11/09/2006
** 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.
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Exhibit 24


POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the
undersigned hereby constitutes and appoints James J.
Barber, Thomas G. Auchincloss, Jr., Aninda Katragadda,
Sarah Cecil, Christopher J. Denn, John M. Mutkoski,
and Robert E. Puopolo and any one of them acting
singly, the true and lawful attorneys-in-fact and
agents, with full power of substitution and
resubstitution, for the undersigned and in the
undersigned's name, place and stead, in any and all
capacities (until revoked in writing) to execute for
and on behalf of the undersigned, in any and all of
the undersigned's capacities, any and all statements
on Forms 3, 4 and 5 with respect to the undersigned's
holdings of and transactions in securities issued by
Metabolix, Inc. (the "Company") in accordance with
Sections 16(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and any and all
regulations promulgated thereunder, and to file the
same, with all exhibits thereto, and any other
documents in connection therewith, with the Securities
and Exchange Commission, and with any other entity
when and if such is mandated by the Exchange Act or by
the By-laws of the National Association of Securities
Dealers, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each
and every act and thing requisite and necessary fully
to all intents and purposes as the undersigned might
or could do in person thereby ratifying and confirming
all that said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

	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.

	IN WITNESS WHEREOF, this Power of Attorney has
been signed as of October 23, 2006.


Signature:	/s/ Edward M. Muller

Name: Edward M. Muller