Edgar Filing: INFINITY PHARMACEUTICALS, INC.

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 ASSOCIATES, 30 ROCKEFELLER PLAZA, ROOM 5508

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2006

(Street)

NEW YORK, NY 10112

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	09/12/2006		A		91,736 ⁽¹⁾	A	⁽²⁾	91,736 ⁽¹⁾	I	By Fund ⁽³⁾
Common Stock	09/12/2006		A		119,763 ⁽¹⁾	A	⁽⁴⁾	211,499 ⁽¹⁾	I	By Fund ⁽³⁾
Common Stock	09/12/2006		A		408,460 ⁽¹⁾	A	⁽⁵⁾	408,460 ⁽¹⁾	I	By Fund ⁽⁶⁾
Common Stock	09/12/2006		A		532,768 ⁽¹⁾	A	⁽⁷⁾	941,228 ⁽¹⁾	I	By Fund ⁽⁶⁾
Common Stock	09/12/2006		A		10,211 ⁽¹⁾	A	⁽⁸⁾	10,211 ⁽¹⁾	I	By Fund ⁽⁹⁾
Common Stock	09/12/2006		A		13,319 ⁽¹⁾	A	⁽¹⁰⁾	23,530 ⁽¹⁾	I	By Fund ⁽⁹⁾

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 ⁽¹⁾

09/12/2006

28,125 ⁽¹⁾

⁽¹¹⁾

09/12/2016

Common Stock

28,125 ⁽¹⁾

⁽¹²⁾

28,125 ⁽¹⁾

Stock Option (Right to Buy)

$ 15.04 ⁽¹⁾

09/12/2006

1,875 ⁽¹⁾

⁽¹³⁾

09/12/2016

Common Stock

1,875 ⁽¹⁾

⁽¹²⁾

30,000 ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
EVNIN ANTHONY B C/O VENROCK ASSOCIATES 30 ROCKEFELLER PLAZA, ROOM 5508 NEW YORK, NY 10112	X

Signatures

Anthony B. Evnin		09/14/2006
^**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)	Reflects a 1-for-4 reverse stock split, which became effective on September 12, 2006.
(2)	Received in exchange for 467,148 shares of Infinity Discovery, Inc. ("IPI") Series A Preferred Stock in connection with the merger (the "Merger") of IPI into Infinity Pharmaceuticals, Inc., formerly known as Discovery Partners International, Inc., based on a conversion ratio of 0.78550 (before giving effect to the reverse stock split referenced in footnote 1). The Series A Preferred Stock had no expiration date.
(3)	Securities held of record by Venrock Associates, a limited partnership of which Anthony B. Evnin is a General Partner. Mr. Evnin disclaims beneficial ownership of these securities except to the extent of his pro-rata interest.
(4)	Received in exchange for 479,563 shares of IPI Series B Preferred Stock in connection with the Merger based on a conversion ratio of 0.99894 (before giving effect to the reverse stock split referenced in footnote 1). The Series B Preferred Stock had no expiration date.
(5)	Received in exchange for 2,080,000 shares of IPI Series A Preferred Stock in connection with the Merger based on a conversion ratio of 0.78550 (before giving effect to the reverse stock split referenced in footnote 1). The Series A Preferred Stock had no expiration date.
(6)	Securities held of record by Venrock Associates III, L.P., a limited partnership of which Venrock Management III LLC is the General Partner. Anthony B. Evnin is a Member of Venrock Management III LLC and disclaims beneficial ownership of these securities except to the extent of his pro-rata interest.
(7)	Received in exchange for 2,133,334 shares of IPI Series B Preferred Stock in connection with the Merger based on a conversion ratio of 0.99894 (before giving effect to the reverse stock split referenced in footnote 1). The Series B Preferred Stock had no expiration date.
(8)	Received in exchange for 52,000 shares of IPI Series A Preferred Stock in connection with the Merger based on a conversion ratio of 0.78550 (before giving effect to the reverse stock split referenced in footnote 1). The Series A Preferred Stock had no expiration date.
(9)	Securities held of record by Venrock Entrepreneurs Fund III, L.P., a limited partnership of which VEF Management III LLC is the General Partner. Anthony B. Evnin is a Member of VEF Management III LLC and disclaims beneficial ownership of these securities except to the extent of his pro-rata interest.
(10)	Received in exchange for 53,333 shares of IPI Series B Preferred Stock in connection with the Merger based on a conversion ratio of 0.99894 (before giving effect to the reverse stock split referenced in footnote 1). The Series B Preferred Stock had no expiration date.
(11)	The Stock Option vests as to 9,375 of the shares on the first anniversary of the grant date, which grant date was September 12, 2006, and the remainder in quarterly installments of 2,343 shares beginning at the end of the first quarter thereafter, provided that the holder continues to serve as a Director.
(12)	Not applicable.
(13)	The Stock Option vests in quarterly installments of 468 shares beginning at the end of the first quarter after the date of grant, which grant date was September 12, 2006, provided that the holder continues to serve as the Chairman of the Compensation Committee of the Board of Directors.

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