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^*

KIRK RANDAL J

(Last)

(First)

(Middle)

THIRD SECURITY LLC

THE GOVERNOR TYLER

(Street)

RADFORD

24141

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CLINICAL DATA INC [ CLDA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2003

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	11/10/2003		C		615,050	A	⁽¹⁾	1,048,191	D
Common Stock	11/10/2003		C		377,160	A	⁽¹⁾	433,410	I	By Kirkfield⁽²⁾
Common Stock	11/10/2003		C		480,850	A	⁽¹⁾	579,883	I	By RJK⁽²⁾
Common Stock	11/10/2003		C		23,880	A	⁽¹⁾	33,091	I	By Zhong Mei⁽²⁾
Common Stock	11/10/2003		C		416,820	A	⁽¹⁾	555,162	I	By NRM⁽²⁾
Common Stock	11/10/2003		C		112,890	A	⁽¹⁾	112,890	I	By Staff LLC⁽²⁾

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)
Series A Nonvoting Convertible Preferred Stock	⁽¹⁾	11/10/2003		C			61,505	⁽¹⁾	⁽¹⁾	Common Stock	615,050	⁽¹⁾	0	D
Series A Nonvoting Convertible Stock	⁽¹⁾	11/10/2003		C			37,716	⁽¹⁾	⁽¹⁾	Common Stock	377,160	⁽¹⁾	0	I	By Kirkfield⁽²⁾
Series A Nonvoting Convertible Preferred Stock	⁽¹⁾	11/10/2003		C			48,085	⁽¹⁾	⁽¹⁾	Common Stock	480,850	⁽¹⁾	0	I	By RJK⁽²⁾
Series A Nonvoting Convertible Preferred Stock	⁽¹⁾	11/10/2003		C			2,388	⁽¹⁾	⁽¹⁾	Common Stock	23,880	⁽¹⁾	0	I	By Zhong Mei⁽²⁾
Series A Nonvoting Convertible Preferred Stock	⁽¹⁾	11/10/2003		C			41,682	⁽¹⁾	⁽¹⁾	Common Stock	416,820	⁽¹⁾	0	I	By NRM⁽²⁾
Series A Nonvoting Convertible Preferred Stock	⁽¹⁾	11/10/2003		C			11,289	⁽¹⁾	⁽¹⁾	Common Stock	112,890	⁽¹⁾	0	I	By Staff LLC⁽²⁾

Explanation of Responses:

1. On 9/25/2003, Issuer held a special meeting of stockholders at which the stockholders approved the issuance of the shares of Common Stock issuable upon conversion of the outstanding shares of Series A Nonvoting Convertible Preferred Stock ("Preferred Stock"). As a result, pursuant to the terms of the Preferred Stock, each share of Preferred Stock became convertible, at the option of the holder of such share, into 10 shares of Common Stock of the Issuer at any time before the earlier to occur of (A)liquidation, dissolution or winding up the Issuer or a change in control of the Issuer and (B)date upon which the Securities and Exchange Commission declares effective a registration statement on Form S-3 or another applicable form filed by the Issuer to register for resale the shares of Common Stock issuable upon conversion of the outstanding shares of Preferred Stock. On 11/10/2003, filing person exercised his right to convert the Preferred Stock disclosed in this report into Common Stock.

2. Randal J. Kirk controls each of Kirkfield, L.L.C. ("Kirkfield"), RJK, L.L.C. ("RJK"), Zhong Mei, L.L.C. ("Zhong Mei"), New River Management II, LP ("NRM") and Third Security Staff 2001 LLC ("Staff LLC"). Shares held by these entities may be deemed to be indirectly beneficially owned (as defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by Mr. Kirk.

	Randal J. Kirk	11/13/2003
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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