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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PERSEUS SOROS PARTNERS LLC 2099 PENNSYLVANIA AVENUE SUITE 900 WASHINGTON, DC 20006-1813 |
X | See Footnotes (2), (3), (4) | ||
PERSEUS BIOTECH FUND PARTNERS LLC 2099 PENNSYLVANIA AVENUE SUITE 900 WASHINGTON, DC 20006-1813 |
X | See Footnotes (2), (3), (4) | ||
SFM PARTICIPATION LP 888 SEVENTH AVENUE 33RD FLOOR NEW YORK, NY 10106 |
X | See Footnotes (2), (3), (4) | ||
SFM AH LLC 888 SEVENTH AVENUE 33RD FLOOR NEW YORK, NY 10106 |
X | See Footnotes (2), (3), (4) |
/s/ Jodye M. Anzalotta, Perseus-Soros Partners, LLC (5) | 12/23/2004 | |
**Signature of Reporting Person | Date | |
/s/ Rodd Macklin, Secretary and Treasurer, Perseus Biotech Fund Partners, LLC (6) | 12/23/2004 | |
**Signature of Reporting Person | Date | |
/s/ Jodye M. Anzalotta, SFM Participation, L.P. (7) | 12/23/2004 | |
**Signature of Reporting Person | Date | |
/s/ Jodye M. Anzalotta, SFM AH LLC (8) | 12/23/2004 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | These shares sold were held by Perseus-Soros Partners, LLC, a Delaware limited liability company ("Perseus-Soros Partners"). |
(2) | These securities reported herein are held for the account of Perseus-Soros BioPharmaceutical Fund, LP, a Delaware limited partnership ("Perseus-Soros") and Perseus-Soros Partners. Perseus-Soros Partners is the general partner of Perseus-Soros. Perseus BioTech Fund Partners, LLC, a Delaware limited liability company ("Perseus Partners") and SFM Participation, L.P., a Delaware limited partnership ("SFM Participation"), are the managing members of Perseus-Soros Partners. Perseus-Soros Partners, Perseus Partners, SFM Participation and SFM AH LLC may be deemed to beneficially own the 375,044 shares directly beneficially owned by Perseus-Soros after the transactions reported herein and in the other Form 4's filed by the reporting persons on December 23, 2004. |
(3) | SFM AH LLC, a Delaware limited liability company ("SFM AH"), is the general partner of SFM Participation. |
(4) | Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), Perseus-Soros Partners, Perseus Partners, SFM Participation and SFM AH are deemed to be beneficial owners of the shares beneficially owned by Perseus-Soros or Perseus-Soros Partners only to the extent of the greater of its respective direct or indirect interest in the profits or capital account of Perseus-Soros or Perseus-Soros Partners. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that Perseus-Soros Partners, Perseus Partners, SFM Participation or SFM AH is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by Perseus-Soros or Perseus-Soros Partners in excess of such amount. |
Remarks: (5) Ms. Anzalotta is signing in her capacity as Ass't. General Counsel of Soros Fund Management LLC, as Managing Member of SFM AH LLC, as General Partner of SFM Participation, L.P., as Managing Member of Perseus-Soros Partners, LLC. (6) Mr. Macklin is signing in his capacity as Secretary and Treasurer of Perseuspur, L.L.C., as Managing Member of Perseus BioTech Fund Partners, LLC. (7) Ms. Anzalotta is signing in her capacity as Ass't. General Counsel of Soros Fund Management LLC, as Managing Member of SFM AH LLC, as General Partner of SFM Participation, L.P. (8) Ms. Anzalotta is signing in her capacity as Ass't. General Counsel of Soros Fund Management LLC, as Managing Member of SFM AH LLC. |