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^*

LINSLEY ERIC W

(Last)

(First)

(Middle)

A.M. PAPPAS & ASSOCIATES, LLC

7030 KIT CREEK ROAD

(Street)

RESEARCH TRIANGLE PARK

27709

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PANACOS PHARMACEUTICALS, INC. [ PANC ]

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)
09/09/2005

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	09/09/2005		J		21,559⁽¹⁾	A	$0	25,430	D
Common stock	09/09/2005		S		22,676	D	$10.7555⁽³⁾	2,754	D
Common stock	09/09/2005		J		600,000	D	$0	3,767,506	I⁽²⁾	See footnote 2
Common stock	09/12/2005		J		101,601	D	$10.5348⁽⁵⁾	3,665,905	I⁽²⁾	See footnote 2
Common stock	09/13/2005		J		2,600	D	$10	3,663,305	I⁽²⁾	See footnote 2
Common stock	09/09/2005		J		190,310	D	$0	0	I⁽⁴⁾	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)

Explanation of Responses:

1. On September 9, 2005, A.M. Pappas Life Science Ventures I, L.P. (the "Fund") distributed 600,000 shares of Panacos Pharmaceuticals, Inc. ("Panacos")(formerly V.I. Technologies, Inc.) to its partners for no consideration. The reporting person received 1,288 shares. Also on September 9, 2005, AMP & A Management, LLC ("Management") distributed 190,310 shares of Panacos. The reporting person received 20,271 shares. Because the reporting person has been attributed with beneficial ownership of these shares of the issuer's stock, these transactions constitute a mere change in the form of beneficial ownership.

2. 3,663,305 shares are directly held by A.M. Pappas Life Science Ventures I, L.P. (the "Fund"), which has a general partner, AMP&A Management, LLC ("Management"), 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. This per share price represents the weighted average sales price per share that the reporting person received on all trades on this day. Actual sales prices ranged from $11.10 to $10.42.

4. AMP&A Management, LLC distributed all of its shares of Panacos for no consideration.

5. This per share price represents the weighted average sales price per share that the entity received on all trades on this day. Actual sales prices ranged from $10.66 to $10.50.

	/s/ Eric E. Linsley	09/13/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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