SEC Form 4
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*
ARIES FINANCIAL SERVICES INC

(Last) (First) (Middle)
787 SEVENTH AVENUE
48TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DOR BIOPHARMA INC [ DOR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
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)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
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*
ARIES FINANCIAL SERVICES INC

(Last) (First) (Middle)
787 SEVENTH AVENUE
48TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ARIES SELECT LTD

(Last) (First) (Middle)
PARAMOUNT CAPITAL ASSET MGMT
787 7TH AVE 48TH FL

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ARIES SELECT I LLC

(Last) (First) (Middle)
PARAMOUNT CAPITAL ASSET MGMT
787 7TH AVE 48TH FL

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ARIES SELECT II LLC

(Last) (First) (Middle)
C/O PARAMOUNT CAPITAL ASSET MGMT
787 7TH AVE 48TH FL

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ARIES TRUST

(Last) (First) (Middle)
C/O PARAMOUNT CAPITAL ASSET MGMT., INC.
787 SEVENTH AVENUE, 48TH FL.

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ARIES DOMESTIC FUND L P

(Last) (First) (Middle)
C/O PARAMOUNT CAPITAL ASSET MGMT., INC.
787 SEVENTH AVE., 48TH FL.

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ARIES DOMESTIC FUND II L P

(Last) (First) (Middle)
C/O PARAMOUNT CAPITAL ASSET MGMT
787 7TH AVE 48TH FL

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ROSENWALD LINDSAY A MD

(Last) (First) (Middle)
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
787 SEVENTH AVENUE, 48TH FL.

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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).
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