1. Name and Address of Reporting Person * |
Â
SCHNELL DAVID |
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2. Date of Event Requiring Statement (Month/Day/Year) 09/12/2006 |
3. Issuer Name and Ticker or Trading Symbol INFINITY PHARMACEUTICALS, INC. [INFI]
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C/O PROSPECT VENTURE PARTNERS, 435 TASSO STREET, SUITE 200 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director |
__X__ 10% Owner |
_____ Officer (give title below) |
_____ Other (specify below) |
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5. If Amendment, Date Original Filed(Month/Day/Year)
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PALO ALTO, CA 94301 |
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned |
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1.Title of Security (Instr. 4) |
2. Amount of Securities Beneficially Owned (Instr. 4) |
3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) |
4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock
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107,750
(1)
(8)
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I
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By Prospect Venture Partners II, L.P.
(2)
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Common Stock
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510,575
(1)
(9)
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I
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By Prospect Venture Partners II, L.P.
(3)
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Common Stock
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799,152
(1)
(10)
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I
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By Prospect Venture Partners II, L.P.
(4)
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Common Stock
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107,750
(1)
(11)
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I
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By Prospect Venture Partners, L.P.
(5)
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Common Stock
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510,575
(1)
(12)
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I
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By Prospect Venture Partners, L.P.
(6)
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Common Stock
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66,596
(1)
(13)
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I
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By Prospect Venture Partners, L.P.
(7)
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Common Stock
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26,938
(1)
(14)
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D
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* |
If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) |
Reflects a 1:4 reverse stock split, which became effective September 12, 2006. |
(2) |
The shares are owned by Prospect Venture Partners II, L.P. ("PVP II"). Prospect Management Co. II, L.L.C. ("PMC II") serves as the sole general partner of PVP II. James B. Tananbaum, M.D., Alexander E. Barkas, Ph.D., David Schnell, M.D., and Russell C. Hirsch, M.D., Ph.D. are the Managing Directors of PMC II. Each reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest. Dr. Tananbaum, Dr. Barkas and Dr. Schnell have filed separate Section 16 reports relating to their holdings in the Issuer. |
(3) |
The shares are owned by PVP II. |
(4) |
The shares are owned by PVP II. |
(5) |
The shares are owned by Prospect Venture Partners, L.P. ("PVP"). Prospect Management Co., L.L.C. ("PMC") serves as the sole general partner of PVP. Dr. Barkas and Dr. Schnell are the Managing Directors of PMC. Each reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest. |
(6) |
The shares are owned by PVP. |
(7) |
The shares are owned by PVP. |
(8) |
Received in exchange for 487,500 shares of Infinity Discovery, Inc. ("IPI") Common Stock in connection with the merger of IPI into Infinity Pharmaceuticals, Inc. (the "Merger") based on a conversion ratio of 0.88411. |
(9) |
Received in exchange for 2,600,000 shares of IPI Series A Preferred Stock in connection with the Merger based on a conversion ratio of 0.78550. The Series A Preferred Stock had no expiration date. |
(10) |
Received in exchange for 3,200,000 shares of IPI Series B Preferred Stock in connection with the Merger based on a conversion ratio of 0.99894. The Series B Preferred Stock had no expiration date. |
(11) |
Received in exchange for 487,500 shares of IPI Common Stock in connection with the Merger based on a conversion ratio of 0.88411. |
(12) |
Received in exchange for 2,600,000 shares of IPI Series A Preferred Stock in connection with the Merger based on a conversion ratio of 0.78550. The Series A Preferred Stock had no expiration date. |
(13) |
Received in exchange for 266,667 shares of IPI Series B Preferred Stock in connection with the Merger based on a conversion ratio of 0.99894. The Series B Preferred Stock had no expiration date. |
(14) |
Received in exchange for 121,875 shares of IPI Common Stock in connection with the Merger based on a conversion ratio of 0.88411. |