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
X	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* PERRY MARK W (Last) (First) (Middle) 1954 GREENSPRING DRIVE SUITE 600 (Street) TIMONIUM MD 21093 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol INHIBITEX, INC. [ INHX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/13/2012
	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	02/13/2012		U(1)		1,941,407	D	$26	0	I	See Note 2(2)
Common Stock	02/13/2012		U(1)		6,898,294	D	$26	0	I	See Note 3(3)
Common Stock	02/13/2012		J(4)		284,864	A	$0	284,864	I	See Note 2
Common Stock	02/13/2012		U(1)(4)		284,864	D	$26	0	I	See Note 2
Common Stock	02/13/2012		J(4)		746,596	A	$0	746,596	I	See Note 3
Common Stock	02/13/2012		U(1)(4)		746,596	D	$26	0	I	See Note 3

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
Common Stock Warrant (Right to Buy)	$1.46	02/13/2012		U(4)			263,671	10/28/2009	10/28/2013	Common Stock	263,671	(4)	0	I	See Note 5(5)
Common Stock Warrant (Right to Buy)	$1.46	02/13/2012		U(4)			791,015	10/28/2009	10/28/2013	Common Stock	791,015	(4)	0	I	See Note 6(6)

Explanation of Responses:

1. On February 13, 2012, Inta Acquisition Corporation, (the "Purchaser") a wholly-owned subsidiary of Bristol-Myers Squibb Company, purchased in a tender offer all the issued and outstanding shares of Issuer's common stock at a purchase price of $26.00 per share ("Offer Price") and merged into the Issuer pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), as the transaction is more fully described in the Schedule 14D-9 filed with the SEC by the Issuer on January 17, 2012 and subsequently amended.

2. The Reporting Person is a manager of NEA 11 GP, LLC, which is the sole general partner of NEA Partners 11, Limited Partnership ("NEA Partners 11"). NEA Partners 11 is the sole general partner of New Enterprise Associates 11, Limited Partnership ("NEA 11"), the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or otherwise of the shares held by NEA 11, except to the extent of his pecuniary interest therein, if any.

3. The Reporting Person is a general partner of NEA Partners 10, Limited Partnership ("NEA Partners 10"), which is the sole general partner of New Enterprise Associates 10, Limited Partnership ("NEA 10"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act or otherwise of the securities of the issuer held by NEA 10, except to the extent of his pecuniary interest therein, if any.

4. Concurrently with the execution of the Merger Agreement, NEA 10 and NEA 11, among others, entered into a Tender and Support Agreement with the Issuer, pursuant to which NEA 10 and NEA 11, among other things, elected to exercise their Warrants on a net exercise basis and to transfer those newly-issued shares to the Purchaser for the Offer Price. NEA 10 was issued in exchange for its Warrants and transferred 746,596 shares (excluding partial shares) to the Purchaser. NEA 11 was issued in exchange for its Warrants and transferred 248,864 shares (excluding partial shares) to the Purchaser.

5. The Reporting Person is a manager of NEA 11 GP, LLC, which is the sole general partner of NEA Partners 11. NEA Partners 11 is the sole general partner of NEA 11, the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act or otherwise of the securities of the issuer held by NEA 11, except to the extent of his pecuniary interest therein, if any.

6. The Reporting Person is a general partner of NEA Partners 10, which is the sole general partner of NEA 10, the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act or otherwise of the securities held by NEA 10, except to the extent of his pecuniary interest therein, if any.

	/s/ Louis Citron, attorney-in-fact	02/15/2012
	** 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).
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