FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DOR BIOPHARMA INC [ DOR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/12/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Equity | 02/12/2004 | J(1)(2) | 886,399 | D | $0 | 3,230,922(3)(4) | I | By Paramount Capital Asset Management, Inc.(3)(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant | $2.5438 | 02/12/2004 | J(1)(2) | 1,141,622 | 04/16/1998 | 04/16/2008 | Common | 1,141,622 | $0 | 168,692(3)(4) | I | By Paramount Capital Asset Mangagement, Inc.(3)(4) | |||
Warrant | $0.8756 | 02/14/2004 | J(1)(2) | 367,340 | 09/17/2003 | 09/16/2008 | Common | 367,340 | $0 | 168,692(3)(4) | I | By Paramount Capital Asset Management, Inc.(3)(4) | |||
Warrant | $2.5438 | 02/12/2004 | J(1)(2) | 292,411 | 04/16/1998 | 04/16/2008 | Common | 292,411 | $0 | 168,692(3)(4) | I | By Paramount Capital Asset Management, Inc.(3)(4) | |||
Warrant | $5.25 | 02/12/2004 | J(1)(2) | 66,931 | 10/12/2000 | 10/11/2007 | Common | 66,931 | $0 | 168,692(3)(4) | I | By Paramount Capital Asset Management, Inc.(3)(4) | |||
Warrant | $8.11 | 02/12/2004 | J(1)(2) | 82,469 | 11/08/2001 | 11/08/2008 | Common | 82,469 | $0 | 168,692(3)(4) | I | By Paramount Capital Asset Management, Inc.(3)(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On February 12, 2004 the Reporting Party engaged in the following transactions: (a) the Reporting Person transferred 176,481 shares of Common Stock of the Issuer and warrants to purchase 1,787,058 shares of Common Stock of the Issuer to the Lindsay A. Rosenwald 2000 Irrevocable Indenture of Trust (the "Trust"); (b) Paramount Capital Drug Development Holdings, LLC, of which the Reporting Person is the sole member, transferred 682,774 shares of Common Stock to the Trust; (c) June Street Corporation and Huntington Street Corporation, for which the Reporting Person is the sole stockholder, each transferred 13,572 shares of Common Stock to the Trust, and . |
2. The Reporting Person does not control the right to vote or dispose of the shares held by the Trust. As such, disclaims beneficial ownership over such shares for purposes of Section 13d of the Securities Exchange Act of 1934. The transactions reported herein reduced the number of shares over which the Reporting Person has voting and dispositive control by 2,673,457 shares of Common Stock. |
3. Dr. Rosenwald is chairman and sole stockholder of Paramount Capital Asset Management, Inc. ("PCAM"). PCAM is the managing member of Aries Select I, LLC ("AS1") and Aries Select II, LLC ("AS2"), each a Delaware LLC, the general partner of the Aries Domestic Fund, L.P. ("ADF1") and Aries Domestic Fund II, L.P. ("ADF2"), each a Delaware limited partnership, and the investment manager of Aries Select, Ltd. ("Aries Select") and the Aries Master Fund II ("AMF2"), each a Cayman Island exempted company (such entities referred to above, the "Aries Funds"). Dr. Rosenwald and PCAM may be deemed to beneficially own the securities of the Issuer owned by the Aries Funds under Rule 16a-1(a)(1) of the Securities Exchange Act of 1934. Each of Dr. Rosenwald and PCAM disclaim beneficial ownership of the securities held by the Aries Funds under Rule 16a-1(a)(2), except to the extent of its pecuniary interest therein, if a ny. |
4. Following the transactions described in Table 1 and 2, Dr. Rosenwald may be deemed to beneficially own 3,399,684 shares of Common Stock ("Shares") as follows: (a) 2,214,493 Shares and warrants to purchase 112,159 Shares owned by Aries Select; (b) 996,215 Shares and warrants to purchase 56,533 Shares owned by AS1, including; and (c) 20,284 Shares owned by AS2. |
Remarks: |
Chief Executive Officer Paramount Capital Asset Management,Inc. |
/s/ Lindsay A. Rosenwald, M.D. | 02/12/2004 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |