0001104659-10-003833.txt : 20100129 0001104659-10-003833.hdr.sgml : 20100129 20100129121022 ACCESSION NUMBER: 0001104659-10-003833 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100129 DATE AS OF CHANGE: 20100129 GROUP MEMBERS: ADVENT MANAGEMENT III LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT PRIVATE EQUITY FUND III A LTD PARTNERSHIP GROUP MEMBERS: ADVENT PRIVATE EQUITY FUND III AFFILIATES GROUP MEMBERS: ADVENT PRIVATE EQUITY FUND III B LTD PARTNERSHIP GROUP MEMBERS: ADVENT PRIVATE EQUITY FUND III C LTD PARTNERSHIP GROUP MEMBERS: ADVENT PRIVATE EQUITY FUND III D LTD PARTNERSHIP GROUP MEMBERS: ADVENT PRIVATE EQUITY FUND III GMBH & CO KG FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ADVENT VENTURE PARTNERS LLP CENTRAL INDEX KEY: 0001285114 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 25 BUCKINGHAM GATE CITY: LONDON STATE: A1 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INFINITY PHARMACEUTICALS, INC. CENTRAL INDEX KEY: 0001113148 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330655706 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-60943 FILM NUMBER: 10556521 BUSINESS ADDRESS: STREET 1: 780 MEMORIAL DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6174531000 MAIL ADDRESS: STREET 1: 780 MEMORIAL DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02139 FORMER COMPANY: FORMER CONFORMED NAME: INFINITY PHARMACEUTICALS, INC./NEW/ DATE OF NAME CHANGE: 20060913 FORMER COMPANY: FORMER CONFORMED NAME: DISCOVERY PARTNERS INTERNATIONAL INC DATE OF NAME CHANGE: 20000428 SC 13G 1 a10-2590_1sc13g.htm SC 13G

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b) AND (c) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

Under the Securities Exchange Act of 1934
(Amendment No. )*

Infinity Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

45665G303

(CUSIP Number)

September 12, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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).

CUSIP No. 4566G303

	1.	Names of Reporting Persons: Advent Venture Partners LLP, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund III A LTD Partnership, Advent Private Equity Fund III B LTD Partnership, Advent Private Equity Fund III C LTD Partnership, Advent Private Equity Fund III D LTD Partnership and Advent Private Equity Fund III GmbH & Co KG. The foregoing entities are collectively referred to herein as the “Reporting Person” or the “Reporting Persons.”

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization: Advent Venture Partners LLP (England), Advent Private Equity Fund III Affiliates (England), Advent Management III Limited Partnership (Scotland), Advent Private Equity Fund III A LTD Partnership (England), Advent Private Equity Fund III B LTD Partnership (England), Advent Private Equity Fund III C LTD Partnership (England), Advent Private Equity Fund III D LTD Partnership (England) and Advent Private Equity Fund III GmbH & Co KG (Germany).

			5.		Sole Voting Power: Advent Private Equity Fund III A LTD Partnership owns 568,663 shares. Advent Private Equity Fund III B LTD Partnership owns 278,648 shares. Advent Private Equity Fund III C LTD Partnership owns 77,728 shares. Advent Private Equity Fund III D LTD Partnership owns 152,889 shares. Advent Private Equity Fund III GmbH & Co KG owns 21,998 shares. Advent Private Equity Fund III Affiliates owns 18,331 shares. Advent Management III Limited Partnership owns 5,499 shares.

					*Note that each Reporting Person disclaims beneficial ownership of the shares of the other except to the extent of any pecuniary interest therein.
Number of Shares Beneficially Owned by Each Reporting Person With:
			6.		Shared Voting Power: While each of the funds named in this filing disclaims beneficial ownership of the shares held by the others, except to the extent of any pecuniary interest therein, please note the following: Advent Venture Partners LLP owns 100% of Advent Limited. Advent Limited owns 100% of Advent Private Equity GmbH, which is the general partner of Advent Private Equity Fund III GmbH & Co KG. Advent Venture Partners LLP also owns 100% of Advent Management III Limited, which is the general partner of Advent Management III Limited Partnership, which is general partner of each of Advent Private Equity Fund III A LTD Partnership, Advent Private Equity Fund III B LTD Partnership, Advent Private Equity Fund III C LTD Partnership, Advent Private Equity Fund III D LTD Partnership and Advent Private Equity Fund III Affiliates. Voting and investment power over the shares held by each named fund may be deemed to be shared with Advent Venture Partners LLP due to the affiliate relationships described above.

			7.		Sole Dispositive Power: Advent Private Equity Fund III A LTD Partnership owns 568,663 shares. Advent Private Equity Fund III B LTD Partnership owns 278,648 shares. Advent Private Equity Fund III C LTD Partnership owns 77,728 shares. Advent Private Equity Fund III D LTD Partnership owns 152,889 shares. Advent Private Equity Fund III GmbH & Co KG owns 21,998 shares. Advent Private Equity Fund III Affiliates owns 18,331 shares. Advent Management III Limited Partnership owns 5,499 shares.

					*Note that each Reporting Person disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.

			8.		Shared Dispositive Power: Please see response in 7 above.

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,123,756 in total which is held as follows: Advent Private Equity Fund III A LTD Partnership owns 568,663 shares. Advent Private Equity Fund III B LTD Partnership owns 278,648 shares. Advent Private Equity Fund III C LTD Partnership owns 77,728 shares. Advent Private Equity Fund III D LTD Partnership owns 152,889 shares. Advent Private Equity Fund III GmbH & Co KG owns 21,998 shares. Advent Private Equity Fund III Affiliates owns 18,331 shares. Advent Management III Limited Partnership owns 5,499 shares.

					*Note that each Reporting Person disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): o

	11.	Percent of Class Represented by Amount in Row (9): 4.3% in total, based on 26,198,513 shares of Common Stock outstanding according to Infinity Pharmaceuticals’ quarterly report on Form 10-Q for the period ended September 30, 2009.

	12.	Type of Reporting Person (See Instructions): All are PN.

CUSIP No. 4566G303

Item 1.
	(a)	Name of Issuer: Infinity Pharmaceuticals, Inc.
	(b)	Address of Issuer’s Principal Executive Offices: 780 Memorial Drive Cambridge, Massachusetts 02139

Item 2.
	(a)	Name of Persons Filing: Advent Venture Partners LLP, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund III A LTD Partnership, Advent Private Equity Fund III B LTD Partnership, Advent Private Equity Fund III C LTD Partnership, Advent Private Equity Fund III D LTD Partnership and Advent Private Equity Fund III GmbH & Co KG.

		*Note that each Reporting Person disclaims beneficial ownership of the shares of the other except to the extent of any pecuniary interest therein.
	(b)	Address of Principal Business Office, or, if none, Residence: Advent Venture Partners LLP 25 Buckingham Gate London SW1E 6LD Advent Private Equity Fund III Affiliates 25 Buckingham Gate London SW1E 6LD Advent Management III Limited Partnership 50 Lothian Road, Festival Square Edinburgh EH3 9WJ Advent Private Equity Fund III A LTD Partnership 25 Buckingham Gate London SW1E 6LD Advent Private Equity Fund III B LTD Partnership 25 Buckingham Gate London SW1E 6LD Advent Private Equity Fund III C LTD Partnership 25 Buckingham Gate London SW1E 6LD Advent Private Equity Fund III D LTD Partnership 25 Buckingham Gate London SW1E 6LD Advent Private Equity Fund III GmbH & Co KG Theresienstrasse 6 Munich 80333 Germany
	(c)	Citizenship: The citizenship of each of the funds is as follows: Advent Venture Partners LLP (England), Advent Private Equity Fund III Affiliates (England), Advent Management III Limited Partnership (Scotland), Advent Private Equity Fund III A LTD Partnership (England), Advent Private Equity Fund III B LTD Partnership (England), Advent Private Equity Fund III C LTD Partnership (England), Advent Private Equity Fund III D LTD Partnership (England) and Advent Private Equity Fund III GmbH & Co KG (Germany).
	(d)	Title of Class of Securities: Common Stock $0.001 par value
	(e)	CUSIP Number: 45665G303

Item 3.	If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	o	An investment adviser in accordance with 240.13d-1(b)(I)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with 240.13d-I(b)(I)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with 240.13d-I(b)(I)(ii)(G);
	(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
	(k)	o	Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

CUSIP No. 4566G303

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned: 1,123,756 in total which is held as follows: Advent Private Equity Fund III A LTD Partnership owns 568,663 shares. Advent Private Equity Fund III B LTD Partnership owns 278,648 shares. Advent Private Equity Fund III C LTD Partnership owns 77,728 shares. Advent Private Equity Fund III D LTD Partnership owns 152,889 shares. Advent Private Equity Fund III GmbH & Co KG owns 21,998 shares. Advent Private Equity Fund III Affiliates owns 18,331 shares. Advent Management III Limited Partnership owns 5,499 shares.

		*Note that each Reporting Person disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.
	(b)	Percent of class: 4.3% in total, based on 26,198,513 shares of Common Stock outstanding according to Infinity Pharmaceuticals’ quarterly report on Form 10-Q for the period ended September 30, 2009.
	(c)	Number of shares as to which such person has:
		(i)	Sole power to vote or to direct the vote. Advent Private Equity Fund III A LTD Partnership owns 568,663 shares. Advent Private Equity Fund III B LTD Partnership owns 278,648 shares. Advent Private Equity Fund III C LTD Partnership owns 77,728 shares. Advent Private Equity Fund III D LTD Partnership owns 152,889 shares. Advent Private Equity Fund III GmbH & Co KG owns 21,998 shares. Advent Private Equity Fund III Affiliates owns 18,331 shares. Advent Management III Limited Partnership owns 5,499 shares.

			*Note that each Reporting Person disclaims beneficial ownership of the shares of the other except to the extent of any pecuniary interest therein.
		(ii)	Shared power to vote or to direct the vote: While each of the funds named in this filing disclaims beneficial ownership of the shares held by the others, except to the extent of any pecuniary interest therein, please note the following: Advent Venture Partners LLP owns 100% of Advent Limited. Advent Limited owns 100% of Advent Private Equity GmbH, which is the general partner of Advent Private Equity Fund III GmbH & Co KG. Advent Venture Partners LLP also owns 100% of Advent Management III Limited, which is the general partner of Advent Management III Limited Partnership, which is general partner of each of Advent Private Equity Fund III A LTD Partnership, Advent Private Equity Fund III B LTD Partnership, Advent Private Equity Fund III C LTD Partnership, Advent Private Equity Fund III D LTD Partnership and Advent Private Equity Fund III Affiliates. Voting and investment power over the shares held by each named fund may be deemed to be shared with Advent Venture Partners LLP due to the affiliate relationships described above.
		(iii)	Sole power to dispose or to direct the disposition of: Advent Private Equity Fund III A LTD Partnership owns 568,663 shares. Advent Private Equity Fund III B LTD Partnership owns 278,648 shares. Advent Private Equity Fund III C LTD Partnership owns 77,728 shares. Advent Private Equity Fund III D LTD Partnership owns 152,889 shares. Advent Private Equity Fund III GmbH & Co KG owns 21,998 shares. Advent Private Equity Fund III Affiliates owns 18,331 shares. Advent Management III Limited Partnership owns 5,499 shares.

			*Note that each Reporting Person disclaims beneficial ownership of the shares of the other except to the extent of any pecuniary interest therein.
		(iv)	Shared power to dispose or to direct the disposition of: Please see response to Item 4(c)(iii) above.

Item 5.	Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not Applicable.

Item 8.	Identification and Classification of Members of the Group.
Not Applicable.

Item 9.	Notice of Dissolution of Group.
Not Applicable.

CUSIP No. 4566G303

Item 10.	Certification.
Not Applicable.

SIGNATURE

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.

/s/ Leslie Gabb
General Partner of Advent Venture Partners LLP		29 January 2010

/s/ Leslie Gabb
General Partner of Advent Venture Partners LLP		29 January 2010
acting in its capacity as Manager of
Advent Private Equity Fund III Affiliates

/s/ Leslie Gabb
General Partner of Advent Venture Partners LLP		29 January 2010
acting in its capacity as Manager of
Advent Management III Limited Partnership

/s/ Leslie Gabb
General Partner of Advent Venture Partners LLP		29 January 2010
acting in its capacity as Manager of
Advent Private Equity Fund III A LTD Partnership

/s/ Leslie Gabb
General Partner of Advent Venture Partners LLP		29 January 2010
acting in its capacity as Manager of
Advent Private Equity Fund III B LTD Partnership

/s/ Leslie Gabb
General Partner of Advent Venture Partners LLP		29 January 2010
acting in its capacity as Manager of
Advent Private Equity Fund III C LTD Partnership

/s/ Leslie Gabb
General Partner of Advent Venture Partners LLP		29 January 2010
acting in its capacity as Manager of
Advent Private Equity Fund III D LTD Partnership

/s/ Leslie Gabb
General Partner of Advent Venture Partners LLP		29 January 2010
acting in its capacity as Manager of
Advent Private Equity Fund III GmbH & Co KG

EX-1 2 a10-2590_1ex1.htm EX-1

Exhibit 1

EXHIBIT 1

Re: CUSIP No. 45665G303

Agreement of

Advent Venture Partners LLP, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund III A LTD Partnership, Advent Private Equity Fund III B LTD Partnership, Advent Private Equity Fund III C LTD Partnership, Advent Private Equity Fund III D LTD Partnership and Advent Private Equity Fund III GmbH & Co KG.

***

Each of the undersigned hereby agree that the Schedule 13G to which this Agreement is attached a s Exhibit 1 is filed on behalf of it pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Notwithstanding the foregoing, each of the undersigned disclaim beneficial ownership of the shares of the other, except to the extent of his or its pecuniary interest therein.

***

/s/ Leslie Gabb
General Partner of Advent Venture Partners LLP

/s/ Leslie Gabb
General Partner of Advent Venture Partners LLP
acting in its capacity as Manager of
Advent Private Equity Fund III Affiliates

/s/ Leslie Gabb
General Partner of Advent Venture Partners LLP
acting in its capacity as Manager of
Advent Management III Limited Partnership

/s/ Leslie Gabb
General Partner of Advent Venture Partners LLP
acting in its capacity as Manager of
Advent Private Equity Fund III A LTD Partnership

/s/ Leslie Gabb
General Partner of Advent Venture Partners LLP
acting in its capacity as Manager of
Advent Private Equity Fund III B LTD Partnership

/s/ Leslie Gabb
General Partner of Advent Venture Partners LLP
acting in its capacity as Manager of
Advent Private Equity Fund III C LTD Partnership

/s/ Leslie Gabb
General Partner of Advent Venture Partners LLP
acting in its capacity as Manager of
Advent Private Equity Fund III D LTD Partnership

/s/ Leslie Gabb
General Partner of Advent Venture Partners LLP
acting in its capacity as Manager of
Advent Private Equity Fund III GmbH & Co KG


Dated: 29 January 2010