SEC FORM 4

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^*

MPM BIOVENTURES II QP LP

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

111 HUNTINGTON AVE., 31ST FLOOR

(Street)

BOSTON

02199

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
METABASIS THERAPEUTICS INC [ MBRX ]

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)
06/21/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/21/2004		C		1,311,806	A	$0.00	1,311,806	I	See Footnote⁽¹⁾
Common Stock	06/21/2004		C		989,914	A	$0.00	2,301,720	I	See Footnote⁽²⁾
Common Stock	06/21/2004		C		1,139,599	A	$0.00	3,441,319	I	See Footnote⁽³⁾
Common Stock	06/21/2004		P		357,000⁽⁴⁾	A	$7	3,798,319	I	See Footnote⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Convertible Preferred Stock	⁽⁶⁾	06/21/2004		C			7,969,230	⁽⁶⁾	⁽⁶⁾	Common Stock	1,311,806	$0.00	0	D
Series D Convertible Preferred Stock	⁽⁷⁾	06/21/2004		C			5,737,704	⁽⁷⁾	⁽⁷⁾	Common Stock	989,914	$0.00	0	D
Series E Convertible Preferred Stock	⁽⁸⁾	06/21/2004		C			6,923,077	⁽⁸⁾	⁽⁸⁾	Common Stock	1,139,599	$0.00	0	D
Warrant to Purchase Series C Convertible Preferred Stock	$1	06/21/2004		C			2,739,711	⁽⁹⁾	12/31/2007	Series C Convertible Preferred Stock	2,739,711⁽⁶⁾	$0.00	0	D
Warrant to Purchase Series D Convertible Preferred Stock	$1.5	06/21/2004		C			1,262,295	⁽⁹⁾	10/18/2008	Series D Convertible Preferred Stock	1,262,295⁽⁷⁾	$0.00	0	D
Warrant to Purchase Common Stock	$6.075	06/21/2004		C		450,979		⁽⁹⁾	12/31/2007	Common Stock	450,979	$0.00	450,979	I	See Footnote⁽¹⁰⁾
Warrant to Purchase Common Stock	$9.1125	06/21/2004		C		217,780		⁽⁹⁾	10/18/2008	Common Stock	217,780	$0.00	217,780	I	See Footnote⁽¹¹⁾

1. Name and Address of Reporting Person^*

MPM BIOVENTURES II QP LP

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

111 HUNTINGTON AVE., 31ST FLOOR

(Street)

BOSTON

02199

(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^*

MPM BIOVENTURES II LP

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

111 HUNTINGTON AVE., 31ST FLOOR

(Street)

BOSTON

02199

(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^*

MPM BIOVENTURES II GMBH & CO PARALLEL BETEILIGUNGS KG

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

111 HUNTINGTON AVE., 31ST FLOOR

(Street)

BOSTON

02199

(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^*

MPM ASSET MANAGEMENT INVESTORS 2000B LLC

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

111 HUNTINGTON AVE., 31ST FLOOR

(Street)

BOSTON

02199

(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^*

MPM ASSET MANAGEMENT II LP

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

111 HUNTINGTON AVE., 31ST FLOOR

(Street)

BOSTON

02199

(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^*

MPM ASSET MANAGEMENT II LLC

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

111 HUNTINGTON AVE., 31ST FLOOR

(Street)

BOSTON

02199

(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

111 HUNTINGTON AVE., 31ST FLOOR

(Street)

BOSTON

02199

(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

111 HUNTINGTON AVE., 31ST FLOOR

(Street)

BOSTON

02199

(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

111 HUNTINGTON AVE., 31ST FLOOR

(Street)

BOSTON

02199

(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

111 HUNTINGTON AVE., 31ST FLOOR

(Street)

BOSTON

02199

(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. The shares are held as follows: 883,153 by MPM BioVentures II-QP, L.P. ("BV II QP"), 97,399 by MPM BioVentures II, L.P. ("BV II"), 20,333 by MPM Asset Management Investors 2000B LLC ("AM 2000") and 310,921 by MPM BioVentures GmbH and Co. Parallel-Beteiligungs KG ("BV KG"). MPM Asset Management II, L.P. and MPM Asset Management II LLC ("AM II LLC") are the direct and indirect general partners of BV II QP, BV II and BV KG. Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Michael Steinmetz and Kurt Wheeler are the members of AM II LLC and AM 2000 Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

2. The shares are held as follows: 1,549,564 by BV II QP, 170,949 by BV II, 35,676 by AM 2000 and 545,531 by BV KG. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

3. The shares are held as follows: 2,316,743 by BV II QP, 255,621 by BV II, 53,339 by AM 2000 and 815,616 by BV KG. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

4. The shares were purchased as follows: 240,332 by BV II QP, 26,525 by BV II, 5,534 by AM 2000 and 84,609 by BV KG. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

5. The shares are held as follows: 2,557,075 by BV II QP, 282,146 by BV II, 58,873 by AM 2000 and 900,225 by BV KG. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

6. Each share of Series C Convertible Preferred Stock automatically converted into .1646 shares of Common Stock upon the closing of the Issuer's initial public offering.

7. Each share of Series D Convertible Preferred Stock automatically converted into .1725 shares of Common Stock upon the closing of the Issuer's initial public offering.

8. Each share of Series E Convertible Preferred Stock automatically converted into .1646 shares of Common Stock upon the closing of the Issuer's initial public offering.

9. The warrants are exercisable at the option of the holder.

10. The shares are held as follows: 303,615 by BV II QP, 33,484 by BV II, 6,990 by AM 2000 and 106,890 by BV KG. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

11. The shares are held as follows: 146,610 by BV II QP, 16,181 by BV II, 3,375 by AM 2000 and 51,614 by BV KG. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

	By Luke Evnin, manager of MPM Asset Management II LLC, the general partner of MPM Asset Management II, L.P., the general partner of MPM BioVentures II-QP, L.P /s/ Luke Evnin	06/21/2004
	By Luke Evnin, manager of MPM Asset Management II LLC, the general partner of MPM Asset Management II, L.P.,the general partner of MPM BioVentures II, L.P /s/ Luke Evnin	06/21/2004
	By Luke Evnin, member of MPM Asset Management II LLC, the general partner of MPM Asset Management II, L.P.,the general partner of MPM BioVentures GmbH and Co. Parallel-Beteiligungs KG /s/ Luke Evnin	06/21/2004
	By Luke Evnin, manager of MPM Asset Management Investors 2000B LLC /s/ Luke Evnin	06/21/2004
	By Luke Evnin, manager of MPM Asset Management II LLC, the general partner of MPM Asset Management II, L.P. /s/ Luke Evnin	06/21/2004
	By Luke Evnin, manager of MPM Asset Managment II, LLC /s/ Luke Evnin	06/21/2004
	/s/ Ansbert Gadicke	06/21/2004
	/s/ Michael Steinmetz	06/21/2004
	/s/ Kurt Wheeler	06/21/2004
	/s/ Nicholas Galakatos	06/21/2004
	** 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).
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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