Edgar Filing: SANDERLING VENTURES MANAGEMENT V

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 SANDERLING VENTURES MANAGEMENT V

2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2011

3. Issuer Name and Ticker or Trading Symbol
ENDOCYTE INC [ECYT]

(Last)

(First)

(Middle)

400 S. EL CAMINO REAL, SUITE 1200

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)

SAN MATEO,Â CAÂ 94402

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)
Common Stock	83,769 ⁽¹⁾	I	By Sanderling Ventures Management V ⁽²⁾ ⁽³⁾

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 B Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁵⁾	Common Stock	3,695	$ ⁽⁴⁾	I	By Sanderling Ventures Management V ⁽²⁾ ⁽³⁾
Series C-1 Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁵⁾	Common Stock	3,695	$ ⁽⁴⁾	I	By Sanderling Ventures Management V ⁽²⁾ ⁽³⁾
Series C-2 Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁵⁾	Common Stock	4,927	$ ⁽⁴⁾	I	By Sanderling Ventures Management V ⁽²⁾ ⁽³⁾
Series C-3 Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁵⁾	Common Stock	5,001	$ ⁽⁴⁾	I	By Sanderling Ventures Management V ⁽²⁾ ⁽³⁾
Series C-3 Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁵⁾	Common Stock	30,766	$ ⁽⁴⁾	I	By Sanderling Ventures Management VI ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SANDERLING VENTURES MANAGEMENT V 400 S. EL CAMINO REAL, SUITE 1200 SAN MATEO,Â CAÂ 94402	Â	Â X	Â	Â
Sanderling Ventures Management VI 400 S. EL CAMINO REAL, SUITE 1200 SAN MATEO,Â CAÂ 94402	Â	Â X	Â	Â

Signatures

/s/ Fred A. Middleton, Owner		01/31/2011
^**Signature of Reporting Person		Date
/s/ Fred A. Middleton, Owner		01/31/2011
^**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)	44,502 shares held by Sanderling Ventures Management V are subject to repurchase based on milestones set forth in the Restricted Stock Purchase Agreement dated July 10, 2001 between the Company and each of Sanderling Venture Partners V, L.P., Sanderling V Biomedical, L.P., ABV Holding Company 7 LLC, Douglas G. Bailey, and Cincinnati Financial Corporation.
(2)	Fred Middleton is the owner of Sanderling Ventures Management V and Sanderling Ventures Management VI Partnership and he may be deemed to have voting and investment power over shares held of record by Sanderling Ventures Management V and Sanderling Ventures Management VI Partnership.
(3)	Mr. Middleton disclaims beneficial ownership of the shares directly held by the entities affiliated with Sanderling except to the extent of his individual pecuniary interest therein.
(4)	The reported securities are convertible at any time at the option of the reporting person, but automatically convert into shares of Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering.
(5)	Not applicable.

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