UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
THE
SECURITIES EXCHANGE ACT OF 1934
MPM
Acquisition Corp.
(Name
of
Issuer)
Common
Stock, par value $.0001 per share
(Title
of
Class of Securities)
None
(CUSIP
Number)
Dr.
Luke
Evnin
200
Clarendon Street, 54th
Floor
Boston,
Massachusetts 02116
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
June
15,
2008
(Date
of
Event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
The
information required on the remainder of this cover page shall not be deemed
to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934
("Act") or otherwise subject to the liabilities of that section of the Act
but
shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE
13D
CUSIP
No. None
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1.
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Name
of Reporting Person.
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I.R.S.
Identification Nos. of above persons (entities only).
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Luke
Evnin
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a) o
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(b) o
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
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AF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e) o
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6.
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Citizenship
or Place of Organization
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United
States of America
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Number
of
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7.
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Sole
Voting Power
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Shares
Bene
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ficially
Owned
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8.
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Shared
Voting Power
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5,000,000
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By
Each
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Reporting
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9.
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Sole
Dispositive Power
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Person
With
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10.
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Shared
Dispositive Power
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5,000,000
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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5,000,000
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
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13.
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Percent
of Class Represented by Amount in Row (11) 100%
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14.
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Type
of Reporting Person (See Instructions) IN
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2
Item
1. Security and Issuer
This
Schedule 13D relates to the common stock, par value $0.0001 per share (the
“Common Stock”) of MPM Acquisition Corp., a Delaware corporation, whose
principal executive offices are located at c/o MPM Asset Management LLC, 200
Clarendon Street, 54th
Floor,
Boston, Massachusetts 02116 (the “Issuer”).
Item
2.
Identity and Background
(a)
The
name of the reporting person is Luke Evnin (the “Reporting Person”).
(b)
The
business address of the Reporting Person is 200 Clarendon Street, 54th
Floor,
Boston, Massachusetts 02116.
(c)
The
Reporting Person’s present principal occupation or employment and the name,
principal business and address of any corporation or other organization in
which
such employment is conducted is the Managing Member of Medical Portfolio
Management, LLC (“MPM LLC”), located at 200 Clarendon Street, 54th
Floor,
Boston, Massachusetts 02116.
(d)
The
Reporting Person has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)
The
Reporting Person has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as
a result of such proceeding were or are subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f)
The
Reporting Person is a citizen of the United States of America.
Item
3. Source and Amount of Funds or Other Consideration
On
February 4, 2008, MPM Asset Management LLC, a Delaware limited liability company
(“MPM Asset Management”), purchased 5,000,000 shares of the Common Stock
directly from the Issuer for an aggregate purchase price equal to $50,000.
As
of the
date hereof, MPM Capital LP (“MPM Capital”) owns and manages MPM Asset
Management and has voting and investment control over the securities owned
by
MPM Asset Management. Accordingly, MPM Capital may be deemed to be an indirect
beneficial owner of the 5,000,000 shares of Common Stock. MPM Capital’s general
partner is Medical Portfolio Management, LLC (“MPM LLC”) and, therefore, MPM LLC
may be deemed a beneficial owner of MPM Asset Management’s shares of Common
Stock. MPM LLC is controlled by Dr. Luke Evnin and Dr. Ansbert Gadicke. Dr.
Evnin has shared voting and investment control of the securities owned by MPM
LLC and therefore may be deemed a beneficial owner thereof.
The
source of funds used to purchase the securities reported herein was the working
capital of MPM Asset Management over which the Reporting Person has shared
investment discretion.
No
borrowed funds were used to purchase the Common Stock, other than any borrowed
funds used for working capital purposes in the ordinary course of
business.
Item
4. Purpose of Transaction
The
purpose of the acquisition of the Common Stock is for investment.
Item
5. Interest in Securities of the Issuer
(a)
The
Reporting Person beneficially owns an aggregate of 5,000,000 shares of Common
Stock, representing 100% of the outstanding shares of Common Stock (based,
as to
the number of outstanding shares, upon the Issuer’s Form 10, filed on April 16,
2008.)
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(b)
The
Reporting Person has the shared right to vote and dispose, or direct the
disposition, of the 5,000,000 shares of Common Stock owned by the Reporting
Person.
(c)
The
5,000,000 shares of Common Stock reported herein were acquired by MPM Asset
Management from the Issuer effective February 4, 2008.
(d)
Other
than the Reporting Person and Dr. Ansbert Gadicke, no other person is known
to
have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the 5,000,000 shares of Common Stock
beneficially owned by the Reporting Person.
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Not
applicable.
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Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
None.
Item
7. Material
to be Filed as Exhibits
None.
4
SIGNATURE
After
reasonable inquiry and to the best of the undersigned's knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
| Date: June 15, 2008 | /s/ Luke Evnin | |
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Luke Evnin |
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