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^*

Donahue Stephen R

(Last)

(First)

(Middle)

610 PROFESSIONAL DRIVE

SUITE 101

(Street)

GAITHERSBURG

20879

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/12/2009

3. Issuer Name and Ticker or Trading Symbol
GENE LOGIC INC [ ORXE ]

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

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

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)
Restricted Stock	14,000⁽¹⁾	D

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)
Incentive Stock Option	⁽²⁾	07/29/2017	Common Stock	20,000	$6.85	D
Incentive Stock Option	⁽³⁾	04/23/2018	Common Stock	23,520	$2.2	D
Incentive Stock Option	⁽⁴⁾	03/11/2019	Common Stock	50,000	$0.35	D

Explanation of Responses:

1. Performance vested restricted stock will vest only upon the occurrence of the stated performance targets attributable to such grant, as determined by and in the discretion of the Board of Directors, provided that the grant will lapse if such targets are not achieved by July 29, 2009. 4,000 shares subject to the grant vested on September 30, 2008.

2. 1/48th of the shares subject to the option shall vest at the end of each month, beginning with the month ending July 31, 2007.

3. 50% of the shares subject to the option shall vest on December 31, 2008 and the remaining 50% of the shares shall vest on December 31, 2009.

4. 12,500 shares subject to the option shall vest on March 12, 2010. 1/24th of 37,500 shares subject to the option shall vest on March 31, 2010 and at the end of each full month thereafter so that the options shall be fully vested as of February 29, 2012.

Remarks:

	Stephen R. Donahue, M.D.	06/11/2009
	** 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).
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.