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*
Auchincloss Thomas G

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
CFO and VP
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 611 D
Common Stock 817 I As custodian for minor child
Common Stock 817 I As custodian for minor child
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 04 Preferred Stock (1) (1) Common Stock 9,263 (1) D
Series 05 Preferred Stock (1) (1) Common Stock 6,740 (1) D
Stock Option (right to buy) (2) 03/03/2013 Common Stock 8,173 3.3 D
Stock Option (right to buy) (2) 12/11/2013 Common Stock 40,865 3.3 D
Stock Option (Right To Buy) (3) 09/20/2015 Common Stock 179,806 1.65 D
Warrant (Right to Buy) (4) 06/30/2008 Common Stock 1,021 13.21 D
Explanation of Responses:
1. The Issuer's preferred stock will automatically be converted into Common Stock on a .8173-for-one basis upon the closing of the Issuer's initial public offering.
2. These options are fully vested and exercisable.
3. This option vests at the rate of 6.25% every 3 months from 1/1/05.
4. This warrant is fully vested and exercisable.
Remarks:
Exhibit List 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, 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 November 6, 2006.


Signature:	/s/ Thomas G. Auchincloss, Jr.

Name: Thomas G. Auchincloss, Jr.