0001209191-11-051056.txt : 20111006 0001209191-11-051056.hdr.sgml : 20111006 20111006175230 ACCESSION NUMBER: 0001209191-11-051056 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110928 FILED AS OF DATE: 20111006 DATE AS OF CHANGE: 20111006 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MPM BIOVENTURES III L.P. CENTRAL INDEX KEY: 0001173408 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51171 FILM NUMBER: 111130339 BUSINESS ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 5TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617 425 9200 MAIL ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 5TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: MPM BIOVENTURES III LP DATE OF NAME CHANGE: 20031124 FORMER NAME: FORMER CONFORMED NAME: MPM BIO VENTURES III LP DATE OF NAME CHANGE: 20020514 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MPM BIOVENTURES III-QP L.P. CENTRAL INDEX KEY: 0001173409 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51171 FILM NUMBER: 111130337 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 NAME: FORMER CONFORMED NAME: MPM BIOVENTURES III QP LP DATE OF NAME CHANGE: 20031124 FORMER NAME: FORMER CONFORMED NAME: MPM BIO VENTURES III QP LP DATE OF NAME CHANGE: 20020514 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MPM BIOVENTURES III PARALLEL FUND, L.P. CENTRAL INDEX KEY: 0001249063 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51171 FILM NUMBER: 111130341 BUSINESS ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6174259200 MAIL ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: MPM BIOVENTURES III PARALLEL FUND, LP DATE OF NAME CHANGE: 20051214 FORMER NAME: FORMER CONFORMED NAME: MPM BIOVENTURES III PARALLEL FUND DATE OF NAME CHANGE: 20031124 FORMER NAME: FORMER CONFORMED NAME: MPM BIO VENTURES III PARALLEL FUND DATE OF NAME CHANGE: 20030627 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MPM BIOVENTURES III GMBH & CO. Beteiligungs KG CENTRAL INDEX KEY: 0001249133 STATE OF INCORPORATION: 2M FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51171 FILM NUMBER: 111130340 BUSINESS ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6174259200 MAIL ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: MPM BIOVENTURES III GMBH & CO DATE OF NAME CHANGE: 20031124 FORMER NAME: FORMER CONFORMED NAME: MPM BIO VENTURES III GMBH & CO DATE OF NAME CHANGE: 20030627 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MPM ASSET MANAGEMENT INVESTORS 2003 BVIII LLC CENTRAL INDEX KEY: 0001249141 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51171 FILM NUMBER: 111130336 BUSINESS ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6174259200 MAIL ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MPM BIOVENTURES III GP L.P. CENTRAL INDEX KEY: 0001249143 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51171 FILM NUMBER: 111130338 BUSINESS ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6174259200 MAIL ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: MPM BIOVENTURES III GP LP DATE OF NAME CHANGE: 20031124 FORMER NAME: FORMER CONFORMED NAME: MPM BIO VENTURES III GP LP DATE OF NAME CHANGE: 20030627 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MPM BIOVENTURES III LLC CENTRAL INDEX KEY: 0001249147 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51171 FILM NUMBER: 111130342 BUSINESS ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6174259200 MAIL ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: MPM BIO VENTURES III LLC DATE OF NAME CHANGE: 20030627 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MPM ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001263048 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51171 FILM NUMBER: 111130335 BUSINESS ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6174259200 MAIL ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 4 1 c23144_4x0.xml MAIN DOCUMENT DESCRIPTION X0304 4 2011-09-28 0001135906 Zalicus Inc. ZLCS 0001249147 MPM BIOVENTURES III LLC C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON MA 02116 0 0 1 0 0001249063 MPM BIOVENTURES III PARALLEL FUND, L.P. C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON MA 02116 0 0 1 0 0001249133 MPM BIOVENTURES III GMBH & CO. Beteiligungs KG C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON MA 02116 0 0 1 0 0001173408 MPM BIOVENTURES III L.P. C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON MA 02116 0 0 1 0 0001249143 MPM BIOVENTURES III GP L.P. C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON MA 02116 0 0 1 0 0001173409 MPM BIOVENTURES III-QP L.P. C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON MA 02116 0 0 1 0 0001249141 MPM ASSET MANAGEMENT INVESTORS 2003 BVIII LLC C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON MA 02116 0 0 1 0 0001263048 MPM ASSET MANAGEMENT LLC C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON MA 02116 0 0 1 0 Common Stock 2011-09-28 4 S 0 100000 1.02 D 14123961 I See Footnote Common Stock 2011-09-29 4 S 0 53800 1.02 D 14070161 I See Footnote Common Stock 2011-09-30 4 S 0 23308 1.02 D 14046853 I See Footnote Common Stock 2011-10-05 4 S 0 33124 1.02 D 14013729 I See Footnote Common Stock 2011-10-06 4 S 0 170000 1.02 D 13843729 I See Footnote 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"). 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. See Form 4 for Luke Evnin filed simultaneously herewith for additional members of this joint filing. /s/ Luke Evnin, Series A Member of MPM BioVentures III LLC 2011-10-06 /s/ Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, L.P., the general partner of MPM BioVentures III Parallel Fund, L.P. 2011-10-06 /s/ Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, L.P., in its capacity as the Managing Limited Partner of MPM BioVentures III GmbH & Co. Beteiligungs KG 2011-10-06 /s/ Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, L.P., the general partner of MPM BioVentures III, L.P. 2011-10-06 /s/ Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, L.P. 2011-10-06 /s/ Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, L.P., the general partner of MPM BioVentures III-QP, L.P. 2011-10-06 /s/ Luke Evnin, manager of MPM Asset Management Investors 2003 BVIII LLC 2011-10-06 /s/ Luke Evnin, member of MPM Asset Management LLC 2011-10-06