SEC FORM 4

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^*

MCGUIRE TERRANCE

(Last)

(First)

(Middle)

C/O POLARIS VENTURE PARTNERS

1000 WINTER STREET

(Street)

WALTHAM

02154

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DECODE GENETICS INC [ DCGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/15/2003		X		189,496	A	$1	772,350	I	See Footnote⁽¹⁾
Common Stock	09/15/2003		J⁽²⁾		10,528	D	$18	761,822	I	See Footnote⁽¹⁾
Common Stock	09/15/2003		X		11,337	A	$1	45,268	I	See Footnote⁽³⁾
Common Stock	09/15/2003		J⁽²⁾		630	D	$18	44,638	I	See Footnote⁽³⁾
Common Stock								70,794	I	See Footnote⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant	$1	09/15/2003		X			189,496	10/30/1997	08/25/2005	Common Stock	189,496	$0	0	I	See Footnote⁽¹⁾
Warrant	$1	09/15/2003		X			11,337	10/30/1997	08/25/2005	Common Stock	11,337	$0	0	I	See Footnote⁽³⁾

Explanation of Responses:

1. The reportable securities are held by Polaris Venture Partners, L.P. The reporting person is a member of Polaris Venture Management Co., L.L.C. which is the general partner of Polaris Venture Partners, L.P. In prior years, the reporting person reported beneficial ownership of an additional 1,000,000 shares of common stock, which were distributed, pro rata, to the partners of Polaris Venture Partners, L.P., in two equal amounts in March 2002 and April 2002. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

2. Payment of exercise price through withholding securities upon exercise of a warrant to purchase common stock..

3. The reportable securities are held by Polaris Venture Partners Founders' Fund, L.P. The reporting person is a member of Polaris Venture Management Co., L.L.C. which is the general partner of Polaris Venture Partners Founders' Fund, L.P. In prior years, the reporting person reported beneficial ownership of an additional 58,230 shares of common stock, which were distributed, pro rata, to the partners of Polaris Venture Partners Founders' Fund, L.P., in two equal amounts in March 2002 and April 2002. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

4. The reportable securities are held by Terrance McGuire TTEE, Terrance McGuire Trust-1999. Includes an aggregate of 67,794 shares received as distributions from Polaris Venture Partners, L.P. and Polaris Venture Partners Founders' Fund, L.P., in March 2002 and April 2002.

	/s/ Terrance McGuire	09/15/2003
	** 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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