Edgar Filing: STEINMETZ MICHAEL

Ownership Submission

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, 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 ^*

Â MPM BIOVENTURES II QP LP

2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2010

3. Issuer Name and Ticker or Trading Symbol
AVEO PHARMACEUTICALS INC [AVEO]

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT,Â 200 CLARENDON STREET, 54TH FLOOR

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 Original Filed(Month/Day/Year)

(Street)

BOSTON,Â MAÂ 02116

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	1,037,036 ⁽³⁾	$ ⁽²⁾	I	See Footnote ⁽³⁾
Series B Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	977,850 ⁽⁴⁾	$ ⁽²⁾	I	See Footnote ⁽⁴⁾
Series D Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	194,075 ⁽⁵⁾	$ ⁽²⁾	I	See Footnote ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MPM BIOVENTURES II QP LP C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON,Â MAÂ 02116	Â	Â X	Â	Â
MPM BIOVENTURES II LP C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON,Â MAÂ 02116	Â	Â X	Â	Â
MPM ASSET MANAGEMENT II LLC C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON,Â MAÂ 02116	Â	Â X	Â	Â
MPM ASSET MANAGEMENT INVESTORS 2002 BVII LLC C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON,Â MAÂ 02116	Â	Â X	Â	Â
MPM BIOVENTURES GMBH & CO PARALLEL BETEILIGUNGS KG C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON,Â MAÂ 02116	Â	Â X	Â	Â
MPM ASSET MANAGEMENT II LP C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON,Â MAÂ 02116	Â	Â X	Â	Â
EVNIN LUKE C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON,Â MAÂ 02116	Â	Â X	Â	Â
GADICKE ANSBERT C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON,Â MAÂ 02116	Â	Â X	Â	Â
STEINMETZ MICHAEL C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON,Â MAÂ 02116	Â	Â X	Â	Â
WHEELER KURT C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON,Â MAÂ 02116	Â	Â X	Â	Â

Signatures

By Luke Evnin, manager of MPM Asset Management II LLC, the general partner of MPM Asset Management II, L.P., the general partner of MPM BioVentures II-QP, L.P. /s/ Luke Evnin		03/12/2010
^**Signature of Reporting Person		Date
By Luke Evnin, manager of MPM Asset Management II LLC, the general partner of MPM Asset Management II, L.P., the general partner of MPM BioVentures II, L.P. /s/ Luke Evnin		03/12/2010
^**Signature of Reporting Person		Date
By Luke Evnin, manager of MPM Asset Management II LLC /s/ Luke Evnin		03/12/2010
^**Signature of Reporting Person		Date
By Luke Evnin, manager of MPM Asset Management Investors 2002 BVII LLC /s/ Luke Evnin		03/12/2010
^**Signature of Reporting Person		Date
By Luke Evnin, manager of MPM Asset Management II LLC, the general partner of MPM Asset Management II, L.P., the special limited partner of MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG /s/ Luke Evnin		03/12/2010
^**Signature of Reporting Person		Date
By Luke Evnin, manager of MPM Asset Management II LLC, the general partner of MPM Asset Management II, L.P. /s/ Luke Evnin		03/12/2010
^**Signature of Reporting Person		Date
/s/ Luke Evnin		03/12/2010
^**Signature of Reporting Person		Date
/s/ Ansbert Gadicke		03/12/2010
^**Signature of Reporting Person		Date
/s/ Michael Steinmetz		03/12/2010
^**Signature of Reporting Person		Date
/s/ Kurt Wheeler		03/12/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These securities are preferred stock of the Issuer and do not have an expiration date. These securities will automatically convert into shares of common stock upon the closing of the Issuer's initial public offering.
(2)	Each share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series D Convertible Preferred Stock will convert automatically into shares of Common Stock on a 0.25 for 1 basis immediately prior to the closing of the Issuer's initial public offering.
(3)	The shares, on a post-conversion basis, are held as follows: 701,037 by MPM BioVentures II-QP, L.P. ("BV II QP"), 77,259 by MPM BioVentures II, L.P. ("BV II"), 11,926 by MPM Asset Management Investors 2002 BVII LLC ("AM 2002") and 246,814 by MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG ("BV KG"). MPM Asset Management II, L.P. ("AM II GP") and MPM Asset Management II LLC ("AM II LLC") are the direct and indirect general partners of BV II QP, BV II and BV KG. Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Michael Steinmetz and Kurt Wheeler are the investment managers of AM II LLC and AM 2002. Each member of the group disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.
(4)	The shares, on a post-conversion basis, are held as follows: 661,027 by BV II QP, 72,850 by BV II, 11,245 by AM 2002 and 232,728 by BV KG. Each member of the group disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.
(5)	The shares, on a post-conversion basis, are held as follows: 131,196 by BV II QP, 14,458 by BV II, 2,231 by AM 2002 and 46,190 by BV KG. Each member of the group disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.

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