Canaan Equity Ii Entrepreneurs, LLC SEC Form 3 Filed November 9, 2005

Canaan Equity Ii Entrepreneurs, LLC SEC Form 3 Filed November 9, 2005: Initial statement of benefici...

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SEC FORM 3 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^*

Canaan Equity Partners II LLC

(Last)

(First)

(Middle)

105 ROWAYTON AVENUE

(Street)

ROWAYTON

06853

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/09/2005

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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B Redeemable Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	706,351	⁽³⁾	I	See Footnote⁽⁴⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	907,656	⁽⁵⁾	I	See Footnote⁽⁶⁾
Series D Redeemable Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	259,349	⁽⁷⁾	I	See Footnote⁽⁸⁾

1. Name and Address of Reporting Person^*

Canaan Equity Partners II LLC

(Last)

(First)

(Middle)

105 ROWAYTON AVENUE

(Street)

ROWAYTON

06853

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CANAAN EQUITY II ENTREPRENEURS LLC

(Last)

(First)

(Middle)

105 ROWAYTON AVE

(Street)

ROWAYTON

06853

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CANAAN EQUITY II LP

(Last)

(First)

(Middle)

105 ROWAYTON AVE

(Street)

ROWAYTON

06853

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Canaan Equity II, L.P. (QP)

(Last)

(First)

(Middle)

105 ROWAYTON AVE

(Street)

ROWAYTON

06853

(City)

(State)

(Zip)

Explanation of Responses:

1. Immediately exercisable.

2. Not applicable.

3. Each share of the Series B Redeemable Convertible Preferred Stock will convert automatically into 0.636181046676096 shares of Common Stock upon the closing of Issuer's initial public offering.

4. Consists of 462,631 shares held by Canaan Equity II L.P.; 206,981 shares held by Canaan Equity II L.P. (QP) and 36,739 shares held by Canaan Equity II Entrepreneurs LLC. John Balen, Jim Furnivall, Steve Green, Deepak Kamra, Gregory Kopchinsky, Guy Russo and Eric Young are Managers of Canaan Equity Partners II LLC, the General Partner or Manager of these funds, which individuals may be deemed to have shared voting, investment and dispositive power with respect to these shares, but disclaim beneficial ownership of all shares except to the extent of any pecuniary interest therein.

5. Each share of the Series C Redeemable Convertible Preferred Stock will convert automatically into 0.571428571428571shares of Common Stock upon the closing of Issuer's initial public offering.

6. Consists of 594,515 shares held by Canaan Equity II L.P.; 265,943 shares held by Canaan Equity II L.P. (QP) and 47,198 shares held by Canaan Equity II Entrepreneurs LLC. John Balen, Jim Furnivall, Steve Green, Deepak Kamra, Gregory Kopchinsky, Guy Russo and Eric Young are Managers of Canaan Equity Partners II LLC, the General Partner or Manager of these funds, which individuals may be deemed to have shared voting, investment and dispositive power with respect to these shares, but disclaim beneficial ownership of all shares except to the extent of any pecuniary interest therein.

7. Each share of the Series D Redeemable Convertible Preferred Stock will convert automatically into 0.571428571428571 shares of Common Stock upon the closing of Issuer's initial public offering.

8. Consists of 169,874 shares held by Canaan Equity II L.P.; 75,989 shares held by Canaan Equity II L.P. (QP) and 13,486 shares held by Canaan Equity II Entrepreneurs LLC. John Balen, Jim Furnivall, Steve Green, Deepak Kamra, Gregory Kopchinsky, Guy Russo and Eric Young are Managers of Canaan Equity Partners II LLC, the General Partner or Manager of these funds, which individuals may be deemed to have shared voting, investment and dispositive power with respect to these shares, but disclaim beneficial ownership of all shares except to the extent of any pecuniary interest therein.

	/s/ Guy M. Russo as Attorney in Fact	11/09/2005
	/s/ Guy M. Russo Member/Manager	11/09/2005
	/s/ Guy M. Russo Member/Manager	11/09/2005
	/s/ Guy M. Russo Member/Manager	11/09/2005
	** 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.
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 Number.

Attachments (1)

EX-24

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