Amendment No. 4 to Schedule 13D

/s/ Kurt Wheeler

/s/ Nicholas Simon III

Kurt Wheeler

Nicholas Simon III

/s/ Dennis Henner

Dennis Henner

0001193125-12-412393.txt : 20121002 0001193125-12-412393.hdr.sgml : 20121002 20121002131600 ACCESSION NUMBER: 0001193125-12-412393 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20121002 DATE AS OF CHANGE: 20121002 GROUP MEMBERS: ANSBERT GADICKE GROUP MEMBERS: DENNIS HENNER GROUP MEMBERS: KURT WHEELER GROUP MEMBERS: LUKE EVNIN GROUP MEMBERS: MICHAEL STEINMETZ GROUP MEMBERS: MPM ASSET MANAGEMENT INVESTORS 2003 BVIII LLC GROUP MEMBERS: MPM ASSET MANAGEMENT LLC GROUP MEMBERS: MPM BIOVENTURES III GMBH & CO. BETEILIGUNGS KG GROUP MEMBERS: MPM BIOVENTURES III GP, L.P. GROUP MEMBERS: MPM BIOVENTURES III LLC GROUP MEMBERS: MPM BIOVENTURES III PARALLEL FUND, L.P. GROUP MEMBERS: MPM BIOVENTURES III, L.P. GROUP MEMBERS: NICHOLAS GALAKATOS GROUP MEMBERS: NICHOLAS SIMON III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Zalicus Inc. CENTRAL INDEX KEY: 0001135906 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043514457 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81444 FILM NUMBER: 121122558 BUSINESS ADDRESS: STREET 1: 245 FIRST STREET STREET 2: 3RD FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-301-7000 MAIL ADDRESS: STREET 1: 245 FIRST STREET STREET 2: 3RD FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER COMPANY: FORMER CONFORMED NAME: COMBINATORX, INC DATE OF NAME CHANGE: 20041208 FORMER COMPANY: FORMER CONFORMED NAME: COMBINATORX INC DATE OF NAME CHANGE: 20010301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MPM BIOVENTURES III-QP L.P. CENTRAL INDEX KEY: 0001173409 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O MPM ASSET MANAGEMENT STREET 2: 200 CLARENDON ST., 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617 425 9200 MAIL ADDRESS: STREET 1: C/O MPM ASSET MANAGEMENT STREET 2: 200 CLARENDON ST., 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: MPM BIOVENTURES III QP LP DATE OF NAME CHANGE: 20031124 FORMER COMPANY: FORMER CONFORMED NAME: MPM BIO VENTURES III QP LP DATE OF NAME CHANGE: 20020514 SC 13D/A 1 d419561dsc13da.htm AMENDMENT NO. 4 TO SCHEDULE 13D Amendment No. 4 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)*

ZALICUS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

98887C 105

(CUSIP Number)

LUKE EVNIN

MPM ASSET MANAGEMENT

THE JOHN HANCOCK TOWER

200 CLARENDON STREET, 54^TH FLOOR

BOSTON, MASSACHUSETTS 02116

TELEPHONE: (617) 425-9200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 24, 2012

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

13D


CUSIP No. 98887C 105


1.	Name of Reporting Persons MPM BioVentures III-QP, L.P.
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
3.	SEC USE ONLY
4.	Source of Funds (see instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 4,612,780
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 4,612,780
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,612,780
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨
13.	Percent of Class Represented by Amount in Row 11 3.6%(2)
14.	Type of Reporting Person (see instructions) PN

(1)

This Schedule is filed by MPM BioVentures III-QP, L.P. (“BV III QP ”), MPM BioVentures III, L.P. (“BV III”), MPM BioVentures III Parallel Fund, L.P. (“BV III PF”), MPM BioVentures III GmbH & Co. Beteiligungs KG (“BV III KG”), MPM Asset Management Investors 2003 BVIII LLC (“AM LLC”), MPM Asset Management LLC (“MPM AM”), MPM BioVentures III GP, L.P. (“BV III GP”) and MPM BioVentures III LLC (“BV III LLC” and collectively with BV III QP, BV III, BV III PF, BV III KG, AM LLC and BV III GP, the “MPM Entities”) and Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Michael Steinmetz, Kurt Wheeler, Nicholas Simon III and Dennis Henner (collectively, the “Listed Persons”). BVIII GP and BVIII LLC are the direct and indirect general partners of BV III QP, BV III, BV III PF and BV III KG. The Listed Persons are Series A members of BV III LLC and managers of AM LLC. Luke Evnin and Ansbert Gadicke are members of MPM AM. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

This percentage is calculated based upon 126,698,473 shares of Zalicus, Inc.’s (the “Issuer’s”) common stock, par value $0.001 per share (the “Common Stock”) outstanding on August 6, 2012, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2012.

13D


CUSIP No. 98887C 105


1.	Name of Reporting Persons MPM BioVentures III, L.P.
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
3.	SEC USE ONLY
4.	Source of Funds (see instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 308,986
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 308,986
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 308,986
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨
13.	Percent of Class Represented by Amount in Row 11 0.2%(2)
14.	Type of Reporting Person (see instructions) PN

(1)	This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)	This percentage is calculated based upon 126,698,473 shares of Issuer’s Common Stock outstanding as of August 6, 2012, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2012.

13D


CUSIP No. 98887C 105


1.	Name of Reporting Persons MPM Asset Management Investors 2003 BVIII LLC
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
3.	SEC USE ONLY
4.	Source of Funds (see instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 89,009
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 89,009
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 89,009
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨
13.	Percent of Class Represented by Amount in Row 11 0.1%(2)
14.	Type of Reporting Person (see instructions) 00

(1)	This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)	This percentage is calculated based upon 126,698,473 shares of Issuer’s Common Stock outstanding as of August 6, 2012, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2012.

13D


CUSIP No. 98887C 105


1.	Name of Reporting Persons MPM BioVentures III Parallel Fund, L.P.
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
3.	SEC USE ONLY
4.	Source of Funds (see instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 138,316
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 138,316
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 138,316
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨
13.	Percent of Class Represented by Amount in Row 11 0.1%(2)
14.	Type of Reporting Person (see instructions) PN

(1)	This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)	This percentage is calculated based upon 126,698,473 shares of Issuer’s Common Stock outstanding as of August 6, 2012, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2012.

13D


CUSIP No. 98887C 105


1.	Name of Reporting Persons MPM BioVentures III GmbH & Co. Beteiligungs KG
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
3.	SEC USE ONLY
4.	Source of Funds (see instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Germany
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 388,591
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 388,591
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 388,591
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨
13.	Percent of Class Represented by Amount in Row 11 0.3%(2)
14.	Type of Reporting Person (see instructions) PN

(1)	This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)	This percentage is calculated based upon 126,698,473 shares of Issuer’s Common Stock outstanding as of August 6, 2012, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2012.

13D


CUSIP No. 98887C 105


1.	Name of Reporting Persons MPM Asset Management LLC
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
3.	SEC USE ONLY
4.	Source of Funds (see instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 29,298
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 29,298
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 29,298
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨
13.	Percent of Class Represented by Amount in Row 11 0.0%(2)
14.	Type of Reporting Person (see instructions) OO

(1)	This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)	This percentage is calculated based upon 126,698,473 shares of Issuer’s Common Stock outstanding as of August 6, 2012, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2012.

13D


CUSIP No. 98887C 105


1.	Name of Reporting Persons MPM BioVentures III GP, L.P.
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
3.	SEC USE ONLY
4.	Source of Funds (see instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 5,448,673(2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 5,448,673(2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,448,673(2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨
13.	Percent of Class Represented by Amount in Row 11 4.3%(3)
14.	Type of Reporting Person (see instructions) PN

(1)	This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

Consists of 4,612,780 shares of Common Stock held by BV III QP; 308,986 shares of Common Stock held by BV III; 138,316 shares of Common Stock held by BV III PF; and 388,591 shares of Common Stock held by BV III KG. BV III GP and BV III LLC are the direct and indirect general partners of BV III QP, BV III, BV III PF and BV III KG.

(3)	This percentage is calculated based upon 126,698,473 shares of Issuer’s Common Stock outstanding as of August 6, 2012, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2012.

13D


CUSIP No. 98887C 105


1.	Name of Reporting Persons MPM BioVentures III LLC
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
3.	SEC USE ONLY
4.	Source of Funds (see instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 5,448,673(2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 5,448,673(2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,448,673(2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨
13.	Percent of Class Represented by Amount in Row 11 4.3%(3)
14.	Type of Reporting Person (see instructions) OO

(1)	This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

(3)	This percentage is calculated based upon 126,698,473 shares of Issuer’s Common Stock outstanding as of August 6, 2012, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2012.

13D


CUSIP No. 98887C 105


1.	Name of Reporting Persons Luke Evnin
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
3.	SEC USE ONLY
4.	Source of Funds (see instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 5,566,980(2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 5,566,980(2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,566,980(2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨
13.	Percent of Class Represented by Amount in Row 11 4.4%(3)
14.	Type of Reporting Person (see instructions) IN

(1)	This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

Consists of 4,612,780 shares of Common Stock held by BV III QP; 308,986 shares of Common Stock held by BV III; 138,316 shares of Common Stock held by BV III PF; 388,591 shares of Common Stock held by BV III KG; 89,009 shares of Common Stock held by AM LLC; and 29,298 shares of Common Stock held by MPM AM. BV III GP and BV III LLC are the direct and indirect general partners of BV III QP, BV III, BV III PF and BV III KG. The Reporting Person is a Series A member of BV III LLC, a manager of AM LLC and a member of MPM AM.

(3)	This percentage is calculated based upon 126,698,473 shares of Issuer’s Common Stock outstanding as of August 6, 2012, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2012.

13D


CUSIP No. 98887C 105


1.	Name of Reporting Persons Ansbert Gadicke
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
3.	SEC USE ONLY
4.	Source of Funds (see instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 5,566,980(2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 5,566,980(2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,566,980(2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨
13.	Percent of Class Represented by Amount in Row 11 4.4%(3)
14.	Type of Reporting Person (see instructions) IN

(1)	This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

(3)	This percentage is calculated based upon 126,698,473 shares of Issuer’s Common Stock outstanding as of August 6, 2012, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2012.

13D


CUSIP No. 98887C 105


1.	Name of Reporting Persons Nicholas Galakatos
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
3.	SEC USE ONLY
4.	Source of Funds (see instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 5,537,682(2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 5,537,682(2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,537,682(2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨
13.	Percent of Class Represented by Amount in Row 11 4.4%(3)
14.	Type of Reporting Person (see instructions) IN

(1)	This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

Consists of 4,612,780 shares of Common Stock held by BV III QP; 308,986 shares of Common Stock held by BV III; 138,316 shares of Common Stock held by BV III PF; 388,591 shares of Common Stock held by BV III KG; and 89,009 shares of Common Stock held by AM LLC. BV III GP and BV III LLC are the direct and indirect general partners of BV III QP, BV III, BV III PF and BV III KG. The Reporting Person is a Series A member of BV III LLC and a manager of AM LLC.

(3)	This percentage is calculated based upon 126,698,473 shares of Issuer’s Common Stock outstanding as of August 6, 2012, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2012.

13D


CUSIP No. 98887C 105


1.	Name of Reporting Persons Michael Steinmetz
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
3.	SEC USE ONLY
4.	Source of Funds (see instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 5,537,682(2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 5,537,682(2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,537,682(2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨
13.	Percent of Class Represented by Amount in Row 11 4.4%(3)
14.	Type of Reporting Person (see instructions) IN

(1)	This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

Consists of 4,612,780 shares of Common Stock held by BV III QP; 308,986 shares of Common Stock held by BV III; 138,316 shares of Common Stock held by BV III PF; 388,591 shares of Common Stock held by BV III KG; and 89,009 shares of Common Stock held by AM LLC. BV III GP and BV III LLC are the direct and indirect general partners of BV III QP, BV III, BV III PF and BV III KG. The Reporting Person is a Series A member of BV III LLC and a manager of AM LLC.

(3)	This percentage is calculated based upon 126,698,473 shares of Issuer’s Common Stock outstanding as of August 6, 2012, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2012.

13D


CUSIP No. 98887C 105


1.	Name of Reporting Persons Kurt Wheeler
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
3.	SEC USE ONLY
4.	Source of Funds (see instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 5,537,682(2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 5,537,682(2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,537,682(2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨
13.	Percent of Class Represented by Amount in Row 11 4.4%(3)
14.	Type of Reporting Person (see instructions) IN

(1)	This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

Consists of 4,612,780 shares of Common Stock held by BV III QP; 308,986 shares of Common Stock held by BV III; 138,316 shares of Common Stock held by BV III PF; 388,591 shares of Common Stock held by BV III KG; and 89,009 shares of Common Stock held by AM LLC. BV III GP and BV III LLC are the direct and indirect general partners of BV III QP, BV III, BV III PF and BV III KG. The Reporting Person is a Series A member of BV III LLC and a manager of AM LLC.

(3)	This percentage is calculated based upon 126,698,473 shares of Issuer’s Common Stock outstanding as of August 6, 2012, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2012.

13D


CUSIP No. 20010A103


1.	Name of Reporting Persons Nicholas Simon III
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
3.	SEC USE ONLY
4.	Source of Funds (see instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 5,537,682(2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 5,537,682(2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,537,682(2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨
13.	Percent of Class Represented by Amount in Row 11 4.4%(3)
14.	Type of Reporting Person (see instructions) IN

(1)	This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

Consists of 4,612,780 shares of Common Stock held by BV III QP; 308,986 shares of Common Stock held by BV III; 138,316 shares of Common Stock held by BV III PF; 388,591 shares of Common Stock held by BV III KG; and 89,009 shares of Common Stock held by AM LLC. BV III GP and BV III LLC are the direct and indirect general partners of BV III QP, BV III, BV III PF and BV III KG. The Reporting Person is a Series A member of BV III LLC and a manager of AM LLC.

(3)	This percentage is calculated based upon 126,698,473 shares of Issuer’s Common Stock outstanding as of August 6, 2012, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2012.

13D


CUSIP No. 98887C 105


1.	Name of Reporting Persons Dennis Henner
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
3.	SEC USE ONLY
4.	Source of Funds (see instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 5,537,682(2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 5,537,682(2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,537,682(2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨
13.	Percent of Class Represented by Amount in Row 11 4.4%(3)
14.	Type of Reporting Person (see instructions) IN

(1)	This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

Consists of 4,612,780 shares of Common Stock held by BV III QP; 308,986 shares of Common Stock held by BV III; 138,316 shares of Common Stock held by BV III PF; 388,591 shares of Common Stock held by BV III KG; and 89,009 shares of Common Stock held by AM LLC. BV III GP and BV III LLC are the direct and indirect general partners of BV III QP, BV III, BV III PF and BV III KG. The Reporting Person is a Series A member of BV III LLC and a manager of AM LLC.

(3)	This percentage is calculated based upon 126,698,473 shares of Issuer’s Common Stock outstanding as of August 6, 2012, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2012.

Explanatory Note:

This Amendment No. 4 to Schedule 13D (this “Schedule 13D”) amends and supplements the Schedule 13D previously filed by the undersigned with the Securities and Exchange Commission on January 5, 2010 and amended by Amendment No. 1 filed March 17, 2010, Amendment No. 2 filed October 14, 2011 and Amendment No. 3 filed October 31, 2011 (as amended, the “Original Schedule 13D”). This Schedule 13D/A is being filed to report the open market sales of shares of common stock of Zalicus, Inc. (the “Company”) by the MPM Entities.

All capitalized terms not otherwise defined herein shall have the meaning ascribed to the terms in the Original Schedule 13D. The Original Schedule 13D is hereby further amended and supplemented as follows and, except as expressly amended below, the Original Schedule 13D remains in full force and effect.

Item 4. Purpose of Transaction

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 4:

The MPM Entities sold an aggregate of 5,566,981 shares of Common Stock in open market transactions from September 20, 2012 through September 28, 2012 for aggregate proceeds of $4,263,797.

Item 5. Interest in Securities of the Issuer

“Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

(a) – (b) The following information with respect to the ownership of the common stock of the Issuer by the Reporting Persons is provided as of September 28, 2012:


Filing Person	Shares Held Directly		Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power		Beneficial Ownership		Percentage of Class (1)
BV III QP		4,612,780		4,612,780		0		4,612,780		0		4,612,780		3.6	%
BV III		308,986		308,986		0		308,986		0		308,986		0.2	%
BV III PF		138,316		138,316		0		138,316		0		138,316		0.1	%
BV III KG		388,591		388,591		0		388,591		0		388,591		0.3	%
AM LLC		89,009		89,009		0		89,009		0		89,009		0.1	%
MPM AM		29,298		29,298		0		29,298		0		29,298		0.0	%
BV III GP(2)		0		0		5,448,673		0		5,448,673		5,448,673		4.3	%
BV III LLC(2)		0		0		5,448,673		0		5,448,673		5,448,673		4.3	%
Luke Evnin(3)(4)		0		0		5,566,980		0		5,566,980		5,566,980		4.4	%
Ansbert Gadicke(3)(4)		0		0		5,566,980		0		5,566,980		5,566,980		4.4	%
Nicholas Galakatos(3)		0		0		5,537,682		0		5,537,682		5,537,682		4.4	%
Michael Steinmetz(3)		0		0		5,537,682		0		5,537,682		5,537,682		4.4	%
Kurt Wheeler(3)		0		0		5,537,682		0		5,537,682		5,537,682		4.4	%
Nicholas Simon III(3)		0		0		5,537,682		0		5,537,682		5,537,682		4.4	%
Dennis Henner(3)		0		0		5,537,682		0		5,537,682		5,537,682		4.4	%

(1)	This percentage is calculated based upon 126,698,473 shares of Issuer’s Common Stock outstanding as of August 6, 2012, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2012.

(2)

BV III GP and BV III LLC are the direct and indirect general partners of BV III QP, BV III, BV III PF and BV III KG. The securities with respect to which these entities share voting and dispositive power are held as follows: 4,612,780 shares of Common Stock by BV III QP; 308,986 shares of Common Stock by BV III; 138,316 shares of Common Stock by BV III PF; and 388,591 shares of Common Stock by BV III KG.

(3)

These Filing Persons are Series A Members of BV III LLC and managers of AM LLC. The securities with respect to which these Filing Persons share voting and dispositive power are held as follows: 4,612,780 shares of Common Stock by BV III QP; 308,986 shares of Common Stock by BV III; 138,316 shares of Common Stock by BV III PF; 388,591 shares of Common Stock by BV III KG.; and 89,009 shares of Common Stock by AM LLC.

(4)	Also includes 29,298 shares of Common Stock held by MPM AM, of which these Filing Persons are members and with respect to which these Filing Persons share voting and dispositive power.

(c)	The Reporting Persons sold the following shares of Common Stock in the open market:


MPM Entity	Date of Transaction		Number of Shares Sold		Price Per Share
BV III QP		September 20, 2012		322,937	$	0.85	(1)
BV III		September 20, 2012		21,713	$	0.85	(1)
BV III PF		September 20, 2012		9,753	$	0.85	(1)
BV III KG		September 20, 2012		27,292	$	0.85	(1)
AM LLC		September 20, 2012		6,253	$	0.85	(1)
MPM AM		September 20, 2012		2,052	$	0.85	(2)
BV III QP		September 21, 2012		467,180	$	0.82	(2)
BV III		September 21, 2012		31,412	$	0.82	(2)
BV III PF		September 21, 2012		14,109	$	0.82	(2)
BV III KG		September 21, 2012		39,482	$	0.82	(2)
AM LLC		September 21, 2012		9,045	$	0.82	(2)
MPM AM		September 21, 2012		2,969	$	0.82	(2)
BV III QP		September 24, 2012		828,042	$	0.79	(3)
BV III		September 24, 2012		55,675	$	0.79	(3)
BV III PF		September 24, 2012		25,008	$	0.79	(3)
BV III KG		September 24, 2012		69,980	$	0.79	(3)
AM LLC		September 24, 2012		16,032	$	0.79	(3)
MPM AM		September 24, 2012		5,263	$	0.79	(3)
BV III QP		September 25, 2012		437,206	$	0.78	(4)
BV III		September 25, 2012		29,397	$	0.78	(4)
BV III PF		September 25, 2012		13,204	$	0.78	(4)
BV III KG		September 25, 2012		36,949	$	0.78	(4)
AM LLC		September 25, 2012		8,465	$	0.78	(4)
MPM AM		September 25, 2012		2,779	$	0.78	(4)
BV III QP		September 26, 2012		379,243	$	0.75	(5)
BV III		September 26, 2012		25,499	$	0.75	(5)
BV III PF		September 26, 2012		11,454	$	0.75	(5)
BV III KG		September 26, 2012		32,051	$	0.75	(5)
AM LLC		September 26, 2012		7,343	$	0.75	(5)
MPM AM		September 26, 2012		2,410	$	0.75	(5)
BV III QP		September 27, 2012		1,540,159	$	0.78	(6)
BV III		September 27, 2012		103,556	$	0.78	(6)
BV III PF		September 27, 2012		46,514	$	0.78	(6)
BV III KG		September 27, 2012		130,162	$	0.78	(6)
AM LLC		September 27, 2012		29,820	$	0.78	(6)
MPM AM		September 27, 2012		9,789	$	0.78	(6)
BV III QP		September 28, 2012		634,930	$	0.76	(7)
BV III		September 28, 2012		42,691	$	0.76	(7)
BV III PF		September 28, 2012		19,176	$	0.76	(7)
BV III KG		September 28, 2012		53,659	$	0.76	(7)
AM LLC		September 28, 2012		12,293	$	0.76	(7)
MPM AM		September 28, 2012		4,035	$	0.76	(7)

(1)	Represents the weighted average sales price for the price increments ranging from $0.84 to $0.88.

(2)	Represents the weighted average sales price for the price increments ranging from $0.79 to $0.86.

(3)	Represents the weighted average sales price for the price increments ranging from $0.78 to $0.82.

(4)	Represents the weighted average sales price for the price increments ranging from $0.77 to $0.80.

(5)	Represents the weighted average sales price for the price increments ranging from $0.74 to $0.79.

(6)	Represents the weighted average sales price for the price increments ranging from $0.75 to $0.84.

(7)	Represents the weighted average sales price for the price increments ranging from $0.74 to $0.79.

(d) Not applicable.

(e) Not applicable.

The information provided and incorporated by reference in Item 3 and Item 6 is hereby incorporated by reference in this Item 5.

Item 7. Material to Be Filed as Exhibits

Item 7 of the Original Schedule 13D is hereby supplemented by adding the following in appropriate order:

D.	Agreement regarding filing of joint Schedule 13D/A.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 1, 2012


MPM BIOVENTURES III, L.P.		MPM BIOVENTURES III-QP, L.P.

By:	MPM BioVentures III GP, L.P., its General Partner	By:	MPM BioVentures III GP, L.P., its General Partner

By:	MPM BioVentures III LLC, its General Partner	By:	MPM BioVentures III LLC, its General Partner

By:	/s/ Luke Evnin Name: Luke Evnin Title: Series A Member	By:	/s/ Luke Evnin Name: Luke Evnin Title: Series A Member

MPM BIOVENTURES III PARALLEL FUND, L.P.		MPM BIOVENTURES III GMBH & CO. BETEILIGUNGS KG

By:	MPM BioVentures III GP, L.P., its General Partner	By:	MPM BioVentures III GP, L.P., in its capacity as the Managing Limited Partner

By:	MPM BioVentures III LLC, its General Partner	By:	MPM BioVentures III LLC, its General Partner

By:	/s/ Luke Evnin Name: Luke Evnin Title: Series A Member	By:	/s/ Luke Evnin Name: Luke Evnin Title: Series A Member

MPM ASSET MANAGEMENT INVESTORS 2003 BVIII LLC		MPM BIOVENTURES III GP, L.P.

		By:	MPM BioVentures III LLC, its General Partner

By:	/s/ Luke Evnin Name: Luke Evnin Title: Manager	By:	/s/ Luke Evnin Name: Luke Evnin Title: Series A Member

MPM BIOVENTURES III LLC		MPM ASSET MANAGEMENT LLC

By:	/s/ Luke Evnin Name: Luke Evnin Title: Series A Member	By:	/s/ Luke Evnin Name: Luke Evnin Title: Member

/s/ Luke Evnin Luke Evnin		/s/ Ansbert Gadicke Ansbert Gadicke

/s/ Nicholas Galakatos Nicholas Galakatos		/s/ Michael Steinmetz Michael Steinmetz



/s/ Kurt Wheeler Kurt Wheeler						/s/ Nicholas Simon III Nicholas Simon III

/s/ Dennis Henner Dennis Henner

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact

constitute Federal criminal violations (See 18 U.S.C. 1001)

EXHIBIT INDEX

D.	Agreement regarding filing of joint Schedule 13D/A.

EX-99.D 2 d419561dex99d.htm AGREEMENT REGARDING FILING OF JOINT SCHEDULE 13D/A Agreement regarding filing of joint Schedule 13D/A

Exhibit D

JOINT FILING STATEMENT

I, the undersigned, hereby express my agreement that the attached Schedule 13D/A (and any amendments thereto) relating to the Common Stock of Zalicus, Inc. is filed on behalf of each of the undersigned.

Dated: October 1, 2012


MPM BIOVENTURES III, L.P.		MPM BIOVENTURES III-QP, L.P.

By:	MPM BioVentures III GP, L.P.,	By:	MPM BioVentures III GP, L.P.,
	its General Partner		its General Partner

By:	MPM BioVentures III LLC,	By:	MPM BioVentures III LLC,
	its General Partner		its General Partner

By:	/s/ Luke Evnin	By:	/s/ Luke Evnin
	Name: Luke Evnin		Name: Luke Evnin
	Title: Series A Member		Title: Series A Member

MPM BIOVENTURES III PARALLEL FUND, L.P.		MPM BIOVENTURES III GMBH & CO. BETEILIGUNGS KG

By:	MPM BioVentures III GP, L.P.,	By:	MPM BioVentures III GP, L.P.,
	its General Partner		in its capacity as the Managing Limited Partner

By:	MPM BioVentures III LLC,	By:	MPM BioVentures III LLC,
	its General Partner		its General Partner

By:	/s/ Luke Evnin	By:	/s/ Luke Evnin
	Name: Luke Evnin		Name: Luke Evnin
	Title: Series A Member		Title: Series A Member

MPM ASSET MANAGEMENT INVESTORS 2003 BVIII LLC		MPM BIOVENTURES III GP, L.P.

By:	/s/ Luke Evnin	By:	MPM BioVentures III LLC,
	Name: Luke Evnin		its General Partner
	Title: Manager
		By:	/s/ Luke Evnin
			Name: Luke Evnin
			Title: Series A Member

MPM BIOVENTURES III LLC		MPM ASSET MANAGEMENT LLC

By:	/s/ Luke Evnin	By:	/s/ Luke Evnin
	Name: Luke Evnin		Name: Luke Evnin
	Title: Series A Member		Title: Member

	/s/ Luke Evnin		/s/ Ansbert Gadicke
	Luke Evnin		Ansbert Gadicke

	/s/ Nicholas Galakatos		/s/ Michael Steinmetz
	Nicholas Galakatos		Michael Steinmetz