SEC Form 4
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*
EVNIN LUKE

(Last) (First) (Middle)
C/O MPM ASSET MANAGEMENT
200 CLARENDON ST., 54TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COMBINATORX, INC [ CRXX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/01/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 01/01/2010 J(1) 7,913,653(2) D (1)(2) 14,633,961 I See Footnote(3)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
1. Name and Address of Reporting Person*
EVNIN LUKE

(Last) (First) (Middle)
C/O MPM ASSET MANAGEMENT
200 CLARENDON ST., 54TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GALAKATOS NICHOLAS

(Last) (First) (Middle)
C/O MPM ASSET MANAGEMENT
200 CLARENDON ST., 54TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
HENNER DENNIS

(Last) (First) (Middle)
C/O MPM ASSET MANAGEMENT
200 CLARENDON ST., 54TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
STEINMETZ MICHAEL

(Last) (First) (Middle)
C/O MPM ASSET MANAGEMENT
200 CLARENDON ST., 54TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GADICKE ANSBERT

(Last) (First) (Middle)
C/O MPM ASSET MANAGEMENT
200 CLARENDON ST., 54TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SIMON NICHOLAS J III

(Last) (First) (Middle)
C/O MPM ASSET MANAGEMENT
200 CLARENDON ST., 54TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WHEELER KURT

(Last) (First) (Middle)
C/O MPM ASSET MANAGEMENT
200 CLARENDON ST., 54TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Forfeiture of shares pursuant to the Escrow Agreement, dated as of June 30, 2009, by and among CombinatoRx, Incorporated ("CombinatoRx"), Neuromed Pharmaceuticals Inc. ("Neuromed"), the Stockholder Representative named therein and Computershare Trust Company, N.A., as Escrow Agent (the "Escrow Agreement") in connection with the Merger of a wholly-owned subsidiary of the Issuer with and into Neuromed. Pursuant to the terms of the Escrow Agreement, the shares were forfeited, effective January 1, 2010, because the Issuer did not receive FDA approval of Exalgo on or before December 31, 2009.
2. The shares were forfeited as follows: 6,537,332 by MPM BioVentures III-QP, L.P. ("BV III QP"), 439,615 by MPM BioVentures III, L.P. ("BV III"), 126,540 by MPM Asset Management Investors 2003 BVIII LLC ("AM 2003"), 197,358 by MPM BioVentures III Parallel Fund, L.P. ("BV Parallel"), 552,587 by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BV KG") and 60,221 by MPM Asset Management LLC ("MPM AM").
3. The shares are held as follows: 12,121,206 by BV III QP, 813,832 by BV III, 234,384 by AM 2003, 365,078 by BV Parallel, 1,023,146 by BV KG and 76,315 by MPM AM. MPM BioVentures III GP, L.P. ("MPM III GP") and MPM BioVentures III LLC ("MPM III LLC") are the direct and indirect general partners of BV III QP, BV III and BV Parallel and BV KG. Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Dennis Henner, Nicholas Simon III, Michael Steinmetz and Kurt Wheeler are the members of MPM III LLC and AM 2003. Luke Evnin and Ansbert Gadicke are members of MPM AM. Each reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his or its respective pecuniary interest therein.
4. Includes an aggregate of 5,263,710 shares (the "Holdback Shares") and an aggregate of 4,748,191 shares (the "Milestone Shares") (together, the "Escrow Shares"). The Holdback Shares are held as follows: 4,348,260 by BV III QP, 292,407 by BV III, 84,167 by AM 2003, 131,271 by BV Parallel, 367,549 by BV KG and 40,056 by MPM AM and the Milestone Shares are held as follows: 3,922,399 by BV III QP, 263,769 by BV III, 75,924 by AM 2003, 118,414 by BV Parallel, 331,552 by BV KG and 36,133 by MPM AM . The Escrow Shares are subject to forfeiture at various dates ranging from September 30, 2010 to December 31, 2010 pursuant to the terms and conditions of the Escrow Agreement, and as described in the Joint Proxy Statement/Prospectus dated October 22, 2009 and the Joint Proxy Statement/Prospectus Supplement thereto, dated December 2, 2009, both filed by CombinatoRx with the Securities and Exchange Commission.
Remarks:
See Form 4 for MPM BioVentures III LLC filed simultaneously herewith for additional members of this joint filing.
/s/ Luke Evnin 01/04/2010
/s/ Nicholas Galakatos 01/04/2010
/s/ Dennis Henner 01/04/2010
/s/ Michael Steinmetz 01/04/2010
/s/ Ansbert Gadicke 01/04/2010
/s/ Nicholas J. Simon, III 01/04/2010
/s/ Kurt Wheeler 01/04/2010
** 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).
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