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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 | ||||||||
Common Stock Warrants (right to buy) | $ 6.25 | 04/25/2006 | J(2) | 312,162 | 07/08/2003 | 12/31/2011 | Common Stock | 312,162 | $ 0 | 0 | I | See footnote (3) | |||
Common Stock Warrants (right to buy) | $ 6.25 | 04/25/2006 | J(2) | 42,981 | 07/08/2003 | 12/31/2011 | Common Stock | 42,981 | $ 0 | 0 | I | See footnote (4) | |||
Common Stock Warrants (right to buy) | $ 6.25 | 04/25/2006 | J(2) | 355,143 | 07/08/2003 | 12/31/2011 | Common Stock | 355,143 | $ 0 | 355,143 | I | See footnote (6) | |||
Series A Convertible Preferred Stock | (7) | 04/25/2006 | J(2) | 249,730 | (8) | (9) | Common Stock | 2,497,300 | $ 0 | 0 | I | See footnote (3) | |||
Series A Convertible Preferred Stock | (7) | 04/25/2006 | J(2) | 34,385 | (8) | (9) | Common Stock | 343,850 | $ 0 | 0 | I | See footnote (4) | |||
Series A Convertible Preferred Stock | (7) | 04/25/2006 | J(2) | 284,115 | (8) | (9) | Common Stock | 2,841,150 | $ 0 | 284,115 | I | See footnote (6) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Baker Brothers Life Sciences Capital (GP), LLC 667 MADISON AVENUE 17TH FLOOR NEW YORK, NY 10021 |
X | X | ||
Baker Biotech Capital II (GP), LLC 667 MADISON AVE 17TH FLOOR NEW YORK, NY 10021 |
X | |||
Baker Biotech Capital II (Z) (GP), LLC 667 MADISON AVENUE 17TH FLOOR NEW YORK, NY 10021 |
X | |||
Baker Biotech Capital III (Z) (GP), LLC 667 MADISON AVENUE 17TH FLOOR NEW YORK, NY 10021 |
X | |||
BAKER JULIAN 667 MADISON AVENUE 17TH FLOOR NEW YORK, NY 10021 |
X | |||
BAKER FELIX 667 MADISON AVENUE NEW YORK, NY 10021 |
X | X |
/s/ Julian C. Baker, as Managing Member of Baker Biotech Capital II (GP), LLC | 04/28/2006 | |
**Signature of Reporting Person | Date | |
/s/ Julian C. Baker, as Managing Member of Baker Biotech Capital II (Z) (GP), LLC | 04/28/2006 | |
**Signature of Reporting Person | Date | |
/s/ Julian C. Baker, as Managing Member of Baker Biotech Capital III (Z) (GP), LLC | 04/28/2006 | |
**Signature of Reporting Person | Date | |
/s/ Julian C. Baker, as Managing Member of Baker Brothers Life Sciences Capital (GP), LLC | 04/28/2006 | |
**Signature of Reporting Person | Date | |
/s/ Julian C. Baker | 04/28/2006 | |
**Signature of Reporting Person | Date | |
/s/ Felix J. Baker | 04/28/2006 | |
**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) | See Note 1 in Exhibit 99.1. |
(2) | See Note 1 in Exhibit 99.1. |
(3) | See Note 1 in Exhibit 99.1. |
(4) | See Note 1 in Exhibit 99.1. |
(5) | See Note 1 in Exhibit 99.1. |
(6) | See Note 1 in Exhibit 99.1. |
(7) | See Note 1 in Exhibit 99.1. |
(8) | See Note 1 in Exhibit 99.1. |
(9) | See Note 1 in Exhibit 99.1. |