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*
CHARPIE RICHARD A

(Last) (First) (Middle)
C/O AMPERSAND VENTURES
55 WILLIAM STREET, SUITE 240

(Street)
WELLESLEY MA 02481

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
V I TECHNOLOGIES INC [ VITX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/12/2004
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)
Code V Amount (A) or (D) Price
Common Stock 01/12/2004 D(1) 4,382,353 D (1) 10,789,478 I See Footnotes (2)(3)(4)(5)
Common Stock 83,302 D(5)
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
Explanation of Responses:
1. Pursuant to an Agreement and Mutual Release entered into as of January 12, 2004, on January 15, 2004 Precision Pharma Services, Inc. transferred these shares, along with a cash payment, in consideration for a release by the issuer of certain future payment obligations of Precision Pharma Services, Inc. totaling $5,440,825.
2. Richard A. Charpie may be attributed with the ownership of 6,963,020 shares held by Ampersand 1995 Limited Partnership, 109,233 shares held by Ampersand 1995 Companion Fund Limited Partnership, 2,161,765 shares held by Ampersand 1999 Limited Partnership, 44,118 shares held by Ampersand 1999 Companion Fund Limited Partnership, 11,342 shares held by Ampersand Venture Management Trust (successor to Ampersand Venture Management LLC) and 1,500,00 shares held by Precision Pharma Services, Inc.
3. Dr. Charpie is the Managing Partner of AMP-95 MCLP LLP. AMP-95 MCLP LLP is the General Partner of AMP-95 Management Company Limited Partnership, which is the General Partner of Ampersand 1995 Limited Partnership and Ampersand 1995 Companion Fund Limited Partnership. Dr. Charpie is the Principal Managing Member of AMP-99 Management Company Limited Liability Company (f/k/a AMP-IV Management Company Limited Liability Company), which is the General Partner of Ampersand 1999 Limited Partnership and Ampersand 1999 Companion Fund Limited Partnership.
4. Dr. Charpie is the sole member of Ampersand Venture Management 2003 LLC, which is the sole owner of shares of beneficial interest of Ampersand Venture Management Trust. Ampersand 1999 Limited Partnership, Ampersand 1999 Companion Fund Limited Partnership, Ampersand 2001 Limited Partnership and Ampersand 2001 Companion Fund Limited Partnership own 95.7% of Precision Pharma Services, Inc. Dr. Charpie disclaims beneficial ownership of all of these shares except to the extent of his proportionate pecuniary interest therein.
5. In anticipation of the expiration of its ten year term, Ampersand 1994 Limited Partnership distributed 331,487 shares of the issuer's common stock in a pro rata distribution to its partners on January 13, 2004. In anticipation of the expiration of its ten year term, Ampersand 1994 Companion Fund Limited Partnership distributed 142,065 shares of the issuer's common stock in a pro rata distribution to its partners on January 13, 2004. Dr. Charpie received 17,347 shares from these distributions.
Remarks:
Richard A. Charpie 01/16/2004
** 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.