Edgar Filing: EVNIN ANTHONY B

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

EVNIN ANTHONY B

2. Issuer Name and Ticker or Trading Symbol
INFINITY PHARMACEUTICALS, INC. [INFI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O VENROCK, 530 FIFTH AVENUE, 22ND FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2012

(Street)

NEW YORK, NY 10036

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/26/2012		J		864,565 ⁽¹⁾	D	$ 0	311,719	I	By Funds ⁽²⁾ ⁽³⁾
Common Stock	11/26/2012		J		4,832 ⁽⁴⁾	A	$ 0	316,551	I	By Funds and LLC ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	11/26/2012		J		923 ⁽⁵⁾	A	$ 0	923	D
Common Stock	11/27/2012		M		1,875	A	$ 15.04	2,798	D
Common Stock	11/27/2012		M		1,407	A	$ 9.23	4,205	D
Common Stock	11/27/2012		M		9,375	A	$ 7.7	13,580	D
Common Stock	11/27/2012		M		9,375	A	$ 5.63	22,955	D
Common Stock	11/27/2012		M		5,625	A	$ 5.63	28,580	D
Common Stock	11/27/2012		M		9,375	A	$ 6.74	37,955	D
Common Stock	11/27/2012		M		5,625	A	$ 6.74	43,580	D
Common Stock	11/27/2012		M		10,000	A	$ 6.8	53,580	D
Common Stock	11/27/2012		M		6,000	A	$ 6.8	59,580	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 15.04

11/27/2012

1,875

12/31/2006

09/11/2016

Common Stock

1,875

$ 0

Stock Option (right to buy)

$ 9.23

11/27/2012

1,407

09/30/2007

09/11/2017

Common Stock

1,407

$ 0

Stock Option (right to buy)

$ 7.7

11/27/2012

9,375

06/30/2008

05/21/2018

Common Stock

9,375

$ 0

Stock Option (right to buy)

$ 5.63

11/27/2012

9,375

06/30/2009

06/16/2019

Common Stock

9,375

$ 0

Stock Option (right to buy)

$ 5.63

11/27/2012

5,625

06/30/2009

06/16/2019

Common Stock

5,625

$ 0

Stock Option (right to buy)

$ 6.74

11/27/2012

9,375

06/30/2010

05/24/2020

Common Stock

9,375

$ 0

Stock Option (right to buy)

$ 6.74

11/27/2012

5,625

06/30/2010

05/24/2020

Common Stock

5,625

$ 0

Stock Option (right to buy)

$ 6.8

11/27/2012

10,000

06/30/2011

05/18/2021

Common Stock

10,000

$ 0

Stock Option (right to buy)

$ 6.8

11/27/2012

6,000

06/30/2011

05/18/2021

Common Stock

6,000

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
EVNIN ANTHONY B C/O VENROCK 530 FIFTH AVENUE, 22ND FLOOR NEW YORK, NY 10036	X

Signatures

/s/ Anthony B. Evnin		11/28/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	On November 26, 2012, Venrock Associates III, L.P. ("VA3") and Venrock Associates, L.P. ("VA" and together with VA3, the "Venrock Funds") distributed an aggregate of 864,565 shares of the common stock of the Issuer to their respective partners pro rata based on their respective interests in the Venrock Funds (the "Distribution").
(2)	Following the Distribution, the shares held by VA3, VA and Venrock Entrepreneurs Fund III, L.P. ("VEF3") are as follows: 235,312 shares held by VA3, 52,876 shares held by VA and 23,531 shares held by VEF3.
(3)	Venrock Management III, LLC ("VM3") and VEF Management III, LLC ("VEFM3") are the sole general partners of VA3 and VEF3, respectively, and may be deemed to beneficially own the shares held by VA3 and VEF3, respectively. VM3 and VEFM3 expressly disclaim beneficial ownership over all shares held by VA3 and VEF3, respectively, except to the extent of their indirect pecuniary interests therein. Anthony B. Evnin is a member of VM3 and VEFM3. Dr. Evnin expressly disclaims beneficial ownership over all shares held by VA3, VA, VEF3, VM3 and VEFM3 except to the extent of his indirect pecuniary interest therein.
(4)	In the Distribution, VM3 received 4,832 shares. For VM3, this represents a change in form of ownership from indirect to direct but does not represent a change in beneficial ownership.
(5)	In the Distribution, Dr. Evnin received 923 shares. For Dr. Evnin, this represents a change in form of ownership from indirect to direct but does not represent a change in beneficial ownership.

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