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
Zalicus Inc. [ ZLCS ]
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)
09/28/2011
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 09/28/2011 S 100,000(1) D $1.02(2) 14,123,961 I See Footnote(3)
Common Stock 09/29/2011 S 53,800(4) D $1.02 14,070,161 I See Footnote(5)
Common Stock 09/30/2011 S 23,308(6) D $1.02 14,046,853 I See Footnote(7)
Common Stock 10/05/2011 S 33,124(8) D $1.02 14,013,729 I See Footnote(9)
Common Stock 10/06/2011 S 170,000(10) D $1.02(11) 13,843,729 I See Footnote(12)
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. The shares were sold as follows: 83,242 by MPM BioVentures III-QP, L.P. ("BV III QP"), 5,597 by MPM BioVentures III, L.P. ("BV III"), 1,612 by MPM Asset Management Investors 2003 BVIII LLC ("AM 2003"), 2,514 by MPM BioVentures III Parallel Fund, L.P. ("BV Parallel") and 7,035 by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BV KG").
2. Represents weighted average sales price. The shares were sold at prices ranging from $1.02 to $1.03. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
3. The shares are held as follows: 11,696,671 by BV III QP, 785,287 by BV III, 226,164 by AM 2003, 352,257 by BV Parallel, 987,267 by BV KG and 76,315 by MPM Asset Management LLC ("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. The shares were sold as follows: 42,782 by BV III QP, 2,876 by BV III, 828 by AM 2003, 1,292 by BV Parallel, 3,615 by BV KG and 2,407 by MPM AM.
5. The shares are held as follows: 11,653,889 by BV III QP, 782,411 by BV III, 225,336 by AM 2003, 350,965 by BV Parallel, 983,652 by BV KG and 73,908 by 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.
6. The shares were sold as follows: 19,300 by BV III QP, 1,298 by BV III, 374 by AM 2003, 583 by BV Parallel, 1,631 by BV KG and 122 by MPM AM.
7. The shares are held as follows: 11,634,589 by BV III QP, 781,113 by BV III, 224,962 by AM 2003, 350,382 by BV Parallel, 982,021 by BV KG and 73,786 by 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.
8. The shares were sold as follows: 27,430 by BV III QP, 1,844 by BV III, 531 by AM 2003, 828 by BV Parallel, 2,318 by BV KG and 173 by MPM AM.
9. The shares are held as follows: 11,607,159 by BV III QP, 779,269 by BV III, 224,431 by AM 2003, 349,554 by BV Parallel, 979,703 by BV KG and 73,613 by 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.
10. The shares were sold as follows: 140,773 by BV III QP, 9,465 by BV III, 2,726 by AM 2003, 4,252 by BV Parallel, 11,897 by BV KG and 887 by MPM AM.
11. Represents weighted average sales price. The shares were sold at prices ranging from $1.02 to $1.03. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
12. The shares are held as follows: 11,466,386 by BV III QP, 769,804 by BV III, 221,705 by AM 2003, 345,302 by BV Parallel, 967,806 by BV KG and 72,726 by 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.
Remarks:
See Form 4 for MPM BioVentures III LLC filed simultaneously herewith for additional members of this joint filing.
/s/ Luke Evnin 10/06/2011
/s/ Nicholas Galakatos 10/06/2011
/s/ Dennis Henner 10/06/2011
/s/ Michael Steinmetz 10/06/2011
/s/ Ansbert Gadicke 10/06/2011
/s/ Nicholas J. Simon, III 10/06/2011
/s/ Kurt Wheeler 10/06/2011
** 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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