SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

LINSLEY ERIC W

(Last)

(First)

(Middle)

A.M. PAPPAS & ASSOCIATES, LLC

7030 KIT CREEK ROAD

(Street)

RESEARCH TRIANGLE PARK

27709

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2005

3. Issuer Name and Ticker or Trading Symbol
V I TECHNOLOGIES INC [ VITXD ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock	61,676,098⁽¹⁾	I	See footnote 2.⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (right to buy)	04/30/2005	06/01/2014	Common stock	16,881⁽¹⁾⁽³⁾	$0.0225⁽¹⁾	I	See footnote 4⁽⁴⁾
Stock Options (right to buy)	03/11/2005	06/11/2011	Common stock	33,763⁽¹⁾⁽⁵⁾	$0.0166⁽¹⁾	I	See footnote 4⁽⁴⁾
Warrants (right to buy)	03/11/2005	03/10/2010	Common stock	281,250⁽¹⁾	$0.24⁽¹⁾	I	See footnote 2⁽²⁾

Explanation of Responses:

1. Reported on a pre-split basis.

2. Securities are directly held by A.M. Pappas Life Science Ventures I, L.P. ("PV I"), which has a general partner, AMP&A Management, LLC, which is managed by A.M. Pappas & Associates, LLC ("AMP&A"). AMP&A may be deemed a beneficial owner of these securities. The reporting person is a member of AMP&A and, as a result, may also be deemed a beneficial owner of these securities. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that this person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. Options to purchase 9,669 shares are fully vested. Options to purchase 7,212 shares are unvested. Vesting for unvested shares occurs 25% on each of, April 30, 2005, April 30, 2006, April 30, 2007, and April 30, 2008.

4. Securities are directly held by AMP&A. The reporting person is a member of AMP&A and may be deemed a beneficial owner of these securities. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that this person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

5. Stock options are fully vested.

	/s/ John R. Barr (pursuant to Power-of-Attorney)	03/16/2005
	** 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 5 (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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