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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
PEARL FRANK H

(Last) (First) (Middle)
2099 PENNSYLVANIA AVENUE
SUITE 900

(Street)
WASHINGTON DC 20006-1813

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BIOENVISION INC [ BIVN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnotes (3) and (4)
3. Date of Earliest Transaction (Month/Day/Year)
12/17/2004
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
Common Stock, $0.001 par value ("Common Stock") 12/17/2004 S 215(1) D $8.6 519,003 I See Footnotes(3)(4)
Common Stock 12/17/2004 S 244(2) D $8.6 518,759 I See Footnotes(3)(4)
Common Stock 12/17/2004 S 215(1) D $8.61 518,544 I See Footnotes(3)(4)
Common Stock 12/17/2004 S 244(2) D $861 518,300 I See Footnotes(3)(4)
Common Stock 12/17/2004 S 1,182(1) D $8.63 517,118 I See Footnotes(3)(4)
Common Stock 12/17/2004 S 1,341(2) D $8.63 515,777 I See Footnotes(3)(4)
Common Stock 12/17/2004 S 107(1) D $8.65 515,670 I See Footnotes(3)(4)
Common Stock 12/17/2004 S 122(2) D $8.65 515,548 I See Footnotes(3)(4)
Common Stock 12/17/2004 S 598(1) D $8.67 514,950 I See Footnotes(3)(4)
Common Stock 12/17/2004 S 680(2) D $8.67 514,270 I See Footnotes(3)(4)
Common Stock 12/17/2004 S 1,257(1) D $8.68 513,013 I See Footnotes(3)(4)
Common Stock 12/17/2004 S 1,429(2) D $8.68 511,584 I See Footnotes(3)(4)
Common Stock 12/17/2004 S 966(2) D $8.7 510,618 I See Footnotes(3)(4)
Common Stock 12/17/2004 S 1,098(2) D $8.7 509,520 I See Footnotes(3)(4)
Common Stock 12/17/2004 S 1,533(1) D $8.71 507,987 I See Footnotes(3)(4)
Common Stock 12/20/2004 S 1,743(2) D $8.71 506,244 I See Footnotes(3)(4)
Common Stock 12/17/2004 S 245(1) D $8.72 505,999 I See Footnotes(3)(4)
Common Stock 12/17/2004 S 279(2) D $8.72 505,720 I See Footnotes(3)(4)
Common Stock 12/17/2004 S 1,243(1) D $8.73 504,477 I See Footnotes(3)(4)
Common Stock 12/17/2004 S 1,411(2) D $8.73 503,066 I See Footnotes(3)(4)
Common Stock 12/17/2004 S 61(1) D $8.74 503,005 I See Footnotes(3)(4)
Common Stock 12/17/2004 S 70(2) D $8.74 502,935 I See Footnotes(3)(4)
Common Stock 12/17/2004 S 46(1) D $8.8 502,889 I See Footnotes(3)(4)
Common Stock 12/17/2004 S 52(2) D $8.8 502,837 I See Footnotes(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
1. Name and Address of Reporting Person*
PEARL FRANK H

(Last) (First) (Middle)
2099 PENNSYLVANIA AVENUE
SUITE 900

(Street)
WASHINGTON DC 20006-1813

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnotes (3) and (4)
1. Name and Address of Reporting Person*
PERSEUSPUR LLC

(Last) (First) (Middle)
2099 PENNSYLVANIA AVE
SUITE 900

(Street)
WASHINGTON DC 20006-1813

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnotes (3) and (4)
Explanation of Responses:
1. These shares sold were held by Perseus BioTech Investment, LLC ("PBI").
2. These shares sold were held by Perseus-Soros Partners, LLC, a Delaware limited liability company ("Perseus-Soros Partners").
3. The securities reported herein are held for the account of Perseus-Soros BioPharmaceutical Fund, LP, a Delaware limited partnership ("Perseus-Soros"), Perseus-Soros Partners and PBI. Following the transactions reported herein and in the other Form 4's filed by the reporting persons on December 21,2004, Perseus-Soros owns 375,044 shares, Perseus-Soros Partners owns 57,165 shares and BPI owns 50,315 shares. Frank H. Pearl ("Mr. Pearl") and Perseuspur, LLC ("Perseuspur") (together, the "Reporting Persons") may be deemed to indirectly beneficially own the shares owned of record by Perseus-Soros, Perseus-Soros Partners and BPI.
4. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), Mr. Pearl and Perseuspur are deemed to be beneficial owners of the shares beneficially owned by Perseus-Soros, Perseus-Soros Partners or PBI only to the extent of the greater of his or its respective direct or indirect interest in the profits or capital account of Perseus-Soros, Perseus-Soros Partners or PBI. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that Mr. Pearl or Perseuspur is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by Perseus-Soros, Perseus-Soros Partners or PBI in excess of such amount.
Remarks:
(5) Mr. Macklin is signing in his capacity as Attorney-in-Fact for Frank H. Pearl.
/s/ Rodd Macklin, Attorney-in-Fact for Frank H. Pearl (5) 12/20/2004
/s/ Rodd Macklin, Secretary and Treasurer, Perseuspur, LLC 12/20/2004
** 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.