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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Beacon Co (Last) (First) (Middle) C/O WHITELY CHAMBERS DON STREET (Street) ST. HELIER JERSEY CHANNEL ISL. JE4 9WG (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol INFINITY PHARMACEUTICALS, INC. [ INFI ]	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) 01/07/2009
	4. 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 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	01/07/2009		P		1,000,000	A	$15	3,000,000	D(1)

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
Stock Purchase Warrants (right to buy)	$15(2)(3)	01/07/2009		P(1)		500,000		01/07/2009	07/01/2010	Common Stock	500,000	(2)	500,000	D
Stock Purchase Warrants (right to buy)	$20(2)(4)	01/07/2009		P(1)		1,000,000		01/07/2009	07/01/2011	Common Stock	1,000,000	(2)	1,000,000	D
Stock Purchase Warrants (right to buy)	$30(2)(5)	01/07/2009		P(1)		1,500,000		01/07/2009	07/02/2012	Common Stock	1,500,000	(2)	1,500,000	D

Explanation of Responses:

1. These securities were purchased pursuant to the Securities Purchase Agreement between the Issuer, Purdue Pharma L.P. and Purdue Pharmaceutical Products L.P., dated November 19, 2008 (the "Securities Purchase Agreement"). These securities were distributed by Purdue Pharma L.P. and Purdue Pharmaceutical Products L.P. to the Reporting Person and Rosebay Medical Company L.P., the ultimate parents of Purdue Pharma L.P. and Purdue Pharmaceutical Products L.P., via a series of distributions to each entity's limited partner until it reached the Reporting Person.

2. The Stock Purchase Warrants to purchase Issuer's Common Stock (the "Warrants") were acquired as part of a private placement by the Issuer in accordance with the Securities Purchase Agreement. These Warrants were distributed by Purdue Pharma L.P. and Purdue Pharmaceutical Products L.P. to the Reporting Person and Rosebay Medical Company L.P., the ultimate parents of Purdue Pharma L.P. and Purdue Pharmaceutical Products L.P., via a series of distributions to each entity's limited partner until it reached the Reporting Person.

3. The Warrants have the following exercise prices: (a) $15.00 per share from January 7, 2009 until September 30, 2009, (b) $16.25 per share from October 1, 2009 until January 3, 2010, (c) $17.50 per share from January 4, 2010 until March 31, 2010, (d) $18.75 per share from April 1, 2010 until June 30, 2010, and (e) $20.00 per share on July 1, 2010.

4. The Warrants have the following exercise prices: (a) $20.00 per share from January 7, 2009 until September 30, 2010, (b) $22.50 per share from October 1, 2010 until January 2, 2011, (c) $25.00 per share from January 3, 2011 until March 31, 2011, (d) $27.50 per share from April 1, 2011 until June 30, 2011, and (e) $30.00 per share on July 1, 2011.

5. The Warrants have the following exercise prices: (a) $30.00 per share from January 7, 2009 until October 2, 2011, (b) $32.50 per share from October 3, 2011 until January 2, 2012, (c) $35.00 per share from January 3, 2012 until April 1, 2012, (d) $37.50 per share from April 2, 2012 until July 1, 2012, and (e) $40.00 per share on July 2, 2012.

	/s/ Jonathan White, as Director of Stanhope Gate Corp., Beacon Company?s managing general partner	01/09/2009
	** 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).
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