SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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. Date of Event Requiring Statement (Month/Day/Year)
12/21/2009
3. Issuer Name and Ticker or Trading Symbol
COMBINATORX, INC [ CRXX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
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 22,547,613 I See Footnote(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
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 are held as follows: 18,658,538 by MPM BioVentures III-QP, L.P. ("BV III QP"), 1,253,447 by MPM BioVentures III, L.P. ("BV III"), 360,924 by MPM Asset Management Investors 2003 BVIII LLC ("AM 2003"), 562,435 by MPM BioVentures III Parallel Fund, L.P. ("BV Parallel"), 1,575,733 by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BV KG") and 136,535 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.
2. Includes an aggregate of 5,263,709 shares (the "Holdback Shares") and an aggregate of 12,661,844 shares (the "Milestone Shares") (together, the "Escrow Shares"). The Holdback Shares are held as follows: 4,348,260 by BV III QP, 292,407 by BV III, 84,167 by AM 2003, 131,271 by BV Parallel, 367,549 by BV KG and 40,056 by MPM AM and the Milestone Shares are held as follows: 10,459,731 by BV III QP, 703,384 by BV III, 202,464 by AM 2003, 315,772 by BV Parallel, 884,139 by BV KG and 96,354 by MPM AM . The Escrow Shares are subject to forfeiture at various dates ranging from December 31, 2009 to December 31, 2010 pursuant to the terms and conditions of the Escrow Agreement, dated as of June 30, 2009, by and among CombinatoRx, Incorporated ("CombinatoRx"), Neuromed Pharmaceuticals Inc., the Stockholder Representative named therein and Computershare Trust Company, N.A., as Escrow Agent, and as described in the Joint Proxy Statement/Prospectus dated October 22, 2009 and the Joint Proxy Statement/Prospectus Supplement thereto, dated December 2, 2009, both filed by CombinatoRx with the Securities and Exchange Commission.
Remarks:
See Form 3 for MPM BioVentures III LLC filed simultaneously herewith for additional members of this joint filing.
/s/ Luke Evnin 12/22/2009
/s/ Nicholas Galakatos 12/22/2009
/s/ Dennis Henner 12/22/2009
/s/ Michael Steinmetz 12/22/2009
/s/ Ansbert Gadicke 12/22/2009
/s/ Nicholas J. Simon, III 12/22/2009
/s/ Kurt Wheeler 12/22/2009
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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