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

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^*

BAKER BIOTECH CAPITAL II GP LLC

(Last)

(First)

(Middle)

667 MADISON AVENUE

(Street)

NEW YORK

10021

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INTRABIOTICS PHARMACEUTICALS INC /DE [ IBPI ]

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)
10/13/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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⁽¹⁾	10/13/2004		J⁽²⁾⁽³⁾		48,266⁽²⁾⁽³⁾	D	⁽⁴⁾	389,034	I	See Footnote⁽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)
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)
Common Stock Warrants (right to buy)	$2.066	10/13/2004		J⁽²⁾⁽³⁾			18,414⁽²⁾⁽³⁾	05/01/2003	05/01/2008	Common Stock	18,414	⁽⁴⁾	147,311	I	See Footnote⁽⁵⁾
Common Stock Warrants (right to buy)	$10.85	10/13/2004		J⁽²⁾⁽³⁾			4,050⁽²⁾⁽³⁾	10/06/2003	10/06/2008	Common Stock	4,050	⁽⁴⁾	30,360	I	See Footnote⁽⁵⁾
Series A Convertible Preferred Stock	$1.9	10/13/2004		J⁽²⁾⁽³⁾			7⁽²⁾⁽³⁾	⁽⁶⁾	⁽⁷⁾	Common Stock	36,829	⁽⁴⁾	56	I	See Footnote⁽⁵⁾

1. Name and Address of Reporting Person^*

BAKER BIOTECH CAPITAL II GP LLC

(Last)

(First)

(Middle)

667 MADISON AVENUE

(Street)

NEW YORK

10021

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BAKER FELIX

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BAKER JULIAN

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. In addition to Baker Biotech Capital II (GP), LLC, this Form 4 is being filed jointly by Felix J. Baker and Julian C. Baker, each of whom has the same business address as Baker Biotech Capital II (GP), LLC, and may be deemed to have a pecuniary interest in securities owned by it. Because of certain relationships with other security holders of the Issuer, the Reporting Persons are filing solely for informational purposes as if they were members of a group with such security holders. However, the Reporting Persons disclaim that they and any other person or persons in fact constitute a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or Rule 13d-5 thereunder or that they are the beneficial owner of securities owned by any such other persons, and each of them disclaims beneficial ownership of securities reported herein except to the extent of their pecuniary interest, if any, therein.

2. Represents shares and/or warrants owned by Baker Biotech Fund II (Z), L.P. Effective October 13, 2004, Baker Biotech Capital II, L.P. contributed its entire interest in Baker Biotech Fund II (Z), L.P. to Baker Biotech Capital II (Z), L.P. in exchange for an interest in Baker Biotech Capital II (Z), L.P. that was immediately distributed to Baker Biotech Capital II (GP), LLC, its general partner, and Felix J. Baker and Julian C. Baker, its limited partners; Baker Biotech Capital II, L.P. withdrew and Baker Biotech Capital II (Z), L.P. was admitted as general partner of Baker Biotech Fund II (Z), L.P.; and Baker Biotech Capital II (GP), LLC contributed its entire interest in Baker Biotech Capital II (Z), L.P. to Baker Biotech Capital II (Z) (GP), LLC in exchange for an interest in Baker Biotech Capital II (Z) (GP), LLC that was immediately distributed to its members, Felix J. Baker and Julian C. Baker. (Continued in Footnote (3))

3. As a result, after October 13, 2004, shares and warrants owned by Baker Biotech Fund II (Z), L.P. will be reported through Baker Biotech Capital II (Z) (GP), LLC rather than through Baker Biotech Capital II (GP), LLC.

4. None.

5. Represents shares and/or warrants owned directly by Baker Biotech Fund II, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital II, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital II (GP), LLC. Felix J. Baker and Julian C. Baker are the controlling members of Baker Biotech Capital II (GP), LLC.

6. Immediately.

7. None.

	/s/ Julian C. Baker, as Managing Member of Baker Biotech Capital II (GP), LLC	11/02/2004
	/s/ Julian C. Baker	11/02/2004
	/s/ Felix J. Baker	11/02/2004
	** 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.