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*
GILES EDWARD M

(Last) (First) (Middle)
C/O METABOLIX, INC.
21 ERIE STREET

(Street)
CAMBRIDGE MA 02139

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/09/2006
3. Issuer Name and Ticker or Trading Symbol
METABOLIX, INC. [ MBLX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 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)
X Form filed by One Reporting Person
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 48,663 D
Common Stock 81,730 I By Isles Capital, L.P.(1)
Common Stock 73,932 I By Metabolix Common 2005 GRAT(1)
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
Series A Preferred Stock (2) (2) Common Stock 60,000 (2) D
Series B Preferred Stock (2) (2) Common Stock 38,000 (2) D
Series C Preferred Stock (2) (2) Common Stock 46,000 (2) D
Series D Preferred Stock (2) (2) Common Stock 43,000 (2) D
Series E Preferred Stock (2) (2) Common Stock 10,000 (2) I By Metabolix 2006 GRAT I(1)
Series F Preferred Stock (2) (2) Common Stock 23,149 (2) I By Metabolix 2006 GRAT I(1)
Series G Preferred Stock (2) (2) Common Stock 46,300 (2) I By Metabolix 2006 GRAT I(1)
Series 04 Preferred Stock (2) (2) Common Stock 80,776 (2) D
Series 05 Preferred Stock (2) (2) Common Stock 28,185 (2) I By Metabolix 2006 GRAT I
Warrant (right to buy) (3) 11/04/2008 Common Stock 107,222 0.12 D
Warrant (right to buy) (3) 04/12/2007 Common Stock 42,001 13.21 D
Warrant (right to buy) (3) 06/10/2008 Common Stock 11,609 13.21 D
Warrant (right to buy) (3) 04/12/2007 Common Stock 22,972 13.21 D
Warrant (right to buy) (3) 11/04/2008 Common Stock 6,620 0.12 D
Warrant (right to buy) (3) 04/12/2007 Common Stock 1,675 13.21 D
Warrant (right to buy) (3) 06/10/2008 Common Stock 1,634 13.21 D
Warrant (right to buy) (3) 04/12/2007 Common Stock 1,675 13.21 D
Warrant (right to buy) (3) 01/15/2009 Common Stock 3,038 0.12 D
Warrant (right to buy) (3) 11/04/2008 Common Stock 13,331 0.12 D
Series 04 Preferred Stock (2) (2) Common Stock 11,770 (2) I By Isles Capital, L.P.(1)
Series 05 Preferred Stock (2) (2) Common Stock 7,000 (2) I By Isles Capital, L.P.(1)
Series 04 Preferred Stock (2) (2) Common Stock 165,560 (2) I By Metabolix Preferred 2005 GRAT(1)
Series 04 Preferred Stock (2) (2) Common Stock 52,366 (2) I By Metabolix 2006 GRAT I(1)
Series 04 Preferred Stock (2) (2) Common Stock 160,000 (2) I By Metabolix 2006 GRAT II
Explanation of Responses:
1. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest, if any.
2. The Issuer's preferred stock will automatically be converted into Common Stock on a .8173-for-1 basis upon the closing of the Issuer's initial public offering.
3. These warrants are fully vested and exercisable.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Sarah P. Cecil, attorney-in-fact 11/09/2006
** 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.
Exhibit 24


POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the
undersigned hereby constitutes and appoints James J.
Barber, Thomas G. Auchincloss, Jr., Aninda Katragadda,
Sarah Cecil, Christopher J. Denn, John M. Mutkoski,
and Robert E. Puopolo and any one of them acting
singly, the true and lawful attorneys-in-fact and
agents, with full power of substitution and
resubstitution, for the undersigned and in the
undersigned's name, place and stead, in any and all
capacities (until revoked in writing) to execute for
and on behalf of the undersigned, in any and all of
the undersigned's capacities, any and all statements
on Forms 3, 4 and 5 with respect to the undersigned's
holdings of and transactions in securities issued by
Metabolix, Inc. (the "Company") in accordance with
Sections 16(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and any and all
regulations promulgated thereunder, and to file the
same, with all exhibits thereto, and any other
documents in connection therewith, with the Securities
and Exchange Commission, and with any other entity
when and if such is mandated by the Exchange Act or by
the By-laws of the National Association of Securities
Dealers, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each
and every act and thing requisite and necessary fully
to all intents and purposes as the undersigned might
or could do in person thereby ratifying and confirming
all that said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

	This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required
to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in
securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

	IN WITNESS WHEREOF, this Power of Attorney has
been signed as of October 23, 2006.


Signature:	/s/ Edward M. Giles

Name:  Edward M. Giles