Kopchinsky Gregory SEC Form 4 Filed November 17, 2005

Kopchinsky Gregory SEC Form 4 Filed November 17, 2005: Statement of changes in beneficial ownership ...

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

Canaan Equity Partners II LLC

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

105 ROWAYTON AVENUE

(Street)

ROWAYTON

06853

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COMBINATORX, INC [ CRXX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2005

4. 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 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	11/15/2005		C		706,352	A	$7	706,352	I	See Footnote⁽⁵⁾
Common Stock	11/15/2005		C		907,653	A	$7	907,653	I	See Footnote⁽⁶⁾
Common Stock	11/15/2005		C		259,349	A	$7	259,349	I	See Footnote⁽⁷⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Redeemable Convertible Preferred Stock	⁽¹⁾	11/15/2005		C			1,110,300	⁽¹⁾	⁽⁴⁾	Common Stock	706,352⁽¹⁾	$0	0	I	See Footnote⁽⁵⁾
Series C Redeemable Convertible Preferred Stock	⁽²⁾	11/15/2005		C			1,588,400	⁽²⁾	⁽⁴⁾	Common Stock	907,653⁽²⁾	$0	0	I	See Footnote⁽⁶⁾
Series D Redeemable Convertible Preferred Stock	⁽³⁾	11/15/2005		C			453,861	⁽³⁾	⁽⁴⁾	Common Stock	259,349⁽³⁾	$0	0	I	See Footnote⁽⁷⁾

1. Name and Address of Reporting Person^*

Canaan Equity Partners II LLC

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

105 ROWAYTON AVENUE

(Street)

ROWAYTON

06853

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CANAAN EQUITY II LP

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

105 ROWAYTON AVENUE

(Street)

ROWAYTON

06853

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Canaan Equity II, L.P. (QP)

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

105 ROWAYTON AVENUE

(Street)

ROWAYTON

06853

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CANAAN EQUITY II ENTREPRENEURS LLC

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

105 ROWAYTON AVENUE

(Street)

ROWAYTON

06853

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BALEN JOHN V

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

105 ROWAYTON AVENUE

(Street)

ROWAYTON

06853

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FURNIVALL JAMES C

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

105 ROWAYTON AVENUE

(Street)

ROWAYTON

06853

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GREEN L STEPHEN

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

105 ROWAYTON AVENUE

(Street)

ROWAYTON

06853

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DEEPAK KAMRA

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

105 ROWAYTON AVENUE

(Street)

ROWAYTON

06853

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KOPCHINSKY GREGORY

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

105 ROWAYTON AVENUE

(Street)

ROWAYTON

06853

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RUSSO GUY M

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

105 ROWAYTON AVENUE

(Street)

ROWAYTON

06853

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of the Series B Redeemable Convertible Preferred Stock will convert automatically into 0.63618104667096 shares of Common Stock upon the closing of the Issuer's initial public offering pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission.

2. Each share of the Series C Redeemable Convertible Preferred Stock will convert automatically into 0.571428571428571 shares of Common Stock upon the closing of the Issuer's initial public offering pursuant to an effective registration statement filed with t

3. Each share of the Series D Redeemable Convertible Preferred Stock will convert automatically into 0.571428571428571 shares of Common Stock upon the closing of the Issuer's initial public offering pursuant to an effective registration statement filed with

4. Not Applicable.

5. Consists of 462,631 shares held by Canaan Equity II L.P.; 206,982 shares held by Canaan Equity II L.P. (QP) and 36,739 shares held by Canaan Equity II Entrepeneurs LLC. John V. Balen, James C. Furnivall, Stephen L. Green, Deepak Kamra, Gregory Kopchinsky, Guy M. Russo, Eric A. Young, Charmers Landing LLC, Stonehenge LLC and Waubeeka LLC are Managers of Canaan Equity Partners II LLC, the General Partner of 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.

6. Consists of 594,513 shares held by Canaan Equity II L.P.; 265,942 shares held by Canaan Equity II L.P. (QP) and 47,198 shares held by Canaan Equity II Entrepeneurs LLC. John V. Balen, James C. Furnivall, Stephen L. Green, Deepak Kamra, Gregory Kopchinsky, Guy M. Russo, Eric A. Young, Charmers Landing LLC, Stonehenge LLC and Waubeeka LLC 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. 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 Entrepeneurs LLC. John V. Balen, James C. Furnivall, Stephen L. Green, Deepak Kamra, Gregory Kopchinsky, Guy M. Russo, Eric A. Young, Charmers Landing LLC, Stonehenge LLC and Waubeeka LLC 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/ John D. Lambrech as Attorney in Fact	11/15/2005
	** 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 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).
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.

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EX-99 — ADDITIONAL EXHIBITS

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