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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 2.04 | 10/28/2008 | M | 54,727 | (4) | 05/10/2015 | Common Stock | 54,727 | $ 0 | 0 | D | ||||
| Stock Option (right to buy) | $ 2.04 | 10/28/2008 | M | 54,727 | (5) | 05/10/2015 | Common Stock | 54,727 | $ 0 | 0 | D | ||||
| Stock Option (right to buy) | $ 3.48 | 10/28/2008 | M | 331 | (6) | 03/31/2016 | Common Stock | 331 | $ 0 | 0 | D | ||||
| Stock Option (right to buy) | $ 3.48 | 10/28/2008 | M | 27,628 | (7) | 03/31/2016 | Common Stock | 27,628 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ADAMS JULIAN C/O INFINITY PHARMACEUTICALS, INC. 780 MEMORIAL DRIVE CAMBRIDGE, MA 02139 |
President, R&D & CSO | |||
| /s/ Julian Adams | 10/30/2008 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The shares were acquired upon the exercise of a stock option which was subject to a right of early exercise, pursuant to which the optionee could exercise unvested stock options and receive, in lieu thereof, shares of restricted stock that are subject to a right of repurchase by Infinity Pharmaceuticals, Inc. (?Infinity?) that lapses in accordance with the vesting schedule of the original option. Of such 54,727 shares, 34,205 shares were vested as of the date of exercise of the stock option and the remaining 20,522 shares are subject to a right of repurchase by Infinity that lapses in accordance with the vesting schedule of the original option, which schedule was as follows: the option vested monthly in equal installments for six years, beginning on January 31, 2005. |
| (2) | The shares were acquired upon the exercise of a stock option which was subject to a right of early exercise, pursuant to which the optionee could exercise unvested stock options and receive, in lieu thereof, shares of restricted stock that are subject to a right of repurchase by Infinity that lapses in accordance with the vesting schedule of the original option. Of such 54,727 shares, 51,306 shares were vested as of the date of exercise of the stock option and the remaining 3,421 shares are subject to a right of repurchase by Infinity that lapses in accordance with the vesting schedule of the original option, which schedule was as follows: the option vested monthly in equal installments for four years, beginning on January 31, 2005. |
| (3) | The shares were acquired upon the exercise of a stock option which was subject to a right of early exercise, pursuant to which the optionee could exercise unvested stock options and receive, in lieu thereof, shares of restricted stock that are subject to a right of repurchase by Infinity that lapses in accordance with the vesting schedule of the original option. Of such 27,628 shares, 18,994 shares were vested as of the date of exercise of the stock option and the remaining 8,634 shares are subject to a right of repurchase by Infinity that lapses in accordance with the vesting schedule of the original option, which schedule was as follows: the option vested annually in equal installments for four years, beginning on February 1, 2006. |
| (4) | The stock option was subject to a right of early exercise, pursuant to which the optionee could exercise unvested stock options and receive, in lieu thereof, shares of restricted stock that are subject to a right of repurchase by Infinity that lapses in accordance with the vesting schedule of the original option. The optionee exercised the stock option in full. The vesting schedule of the original option was as follows: the option vested monthly in equal installments for six years, beginning on January 31, 2005. As such, as of the date of exercise, the option was vested as to 34,205 shares. A Form 4 previously filed on September 13, 2006 inadvertently reported the vesting schedule of the stock option as annual, rather than monthly, vesting. |
| (5) | The stock option was subject to a right of early exercise, pursuant to which the optionee could exercise unvested stock options and receive, in lieu thereof, shares of restricted stock that are subject to a right of repurchase by Infinity that lapses in accordance with the vesting schedule of the original option. The optionee exercised the stock option in full. The vesting schedule of the original option was as follows: the option vested monthly in equal installments for four years, beginning on January 31, 2005. As such, as of the date of exercise, the option was vested as to 51,306 shares. A Form 4 previously filed on September 13, 2006 inadvertently reported the vesting schedule of the stock option as annual, rather than monthly, vesting. |
| (6) | The stock option vested in equal monthly installments for 1 year, beginning on February 1, 2006. |
| (7) | The stock option was subject to a right of early exercise, pursuant to which the optionee could exercise unvested stock options and receive, in lieu thereof, shares of restricted stock that are subject to a right of repurchase by Infinity that lapses in accordance with the vesting schedule of the original option. The optionee exercised the stock option in full. The vesting schedule of the original option was as follows: the option vested annually in equal installments for four years, beginning on February 1, 2006. As such, as of the date of exercise, the option was vested as to 18,994 shares. |