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)

1881 GROVE AVENUE

(Street)

RADFORD

24141

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEW RIVER PHARMACEUTICALS INC [ NRPH ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2005

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								1,196,122	D
Common Stock								4,675	I	By Lotus⁽¹⁾
Common Stock	12/14/2005		S⁽²⁾		9,145	D	$47.458	311,936	I	By RJK 2000⁽¹⁾
Common Stock	12/15/2005		S⁽²⁾		96	D	$49.5	311,840	I	By RJK 2000⁽¹⁾
Common Stock	12/16/2005		S⁽²⁾		2,944	D	$48.802	308,896	I	By RJK 2000⁽¹⁾
Common Stock	12/14/2005		S⁽²⁾		20,654	D	$47.458	704,510	I	By Kirkfield⁽¹⁾
Common Stock	12/15/2005		S⁽²⁾		217	D	$49.5	704,293	I	By Kirkfield⁽¹⁾
Common Stock	12/16/2005		S⁽²⁾		6,648	D	$48.802	697,645	I	By Kirkfield⁽¹⁾
Common Stock	12/14/2005		S⁽²⁾		77,108	D	$47.458	2,630,184	I	By NRMII⁽¹⁾
Common Stock	12/15/2005		S⁽²⁾		811	D	$49.5	2,629,373	I	By NRMII⁽¹⁾
Common Stock	12/16/2005		S⁽²⁾		24,820	D	$48.802	2,604,553	I	By NRMII⁽¹⁾
Common Stock	12/14/2005		S⁽²⁾		25,606	D	$47.458	873,427	I	By NRMIII⁽¹⁾
Common Stock	12/15/2005		S⁽²⁾		269	D	$49.5	873,158	I	By NRMIII⁽¹⁾
Common Stock	12/16/2005		S⁽²⁾		8,242	D	$48.802	864,916	I	By NRMIII⁽¹⁾
Common Stock	12/14/2005		S⁽²⁾		100,674	D	$47.458	3,433,987	I	By RJK⁽¹⁾
Common Stock	12/15/2005		S⁽²⁾		1,059	D	$49.5	3,432,928	I	By RJK⁽¹⁾
Common Stock	12/16/2005		S⁽²⁾		32,405	D	$48.802	3,400,523	I	By RJK⁽¹⁾
Common Stock	12/14/2005		S⁽²⁾		25,704	D	$47.458	876,757	I	By Staff LLC⁽¹⁾
Common Stock	12/15/2005		S⁽²⁾		271	D	$49.5	876,486	I	By Staff LLC⁽¹⁾
Common Stock	12/16/2005		S⁽²⁾		8,273	D	$48.802	868,213	I	By Staff LLC⁽¹⁾
Common Stock	12/14/2005		S⁽²⁾		26,309	D	$47.458	892,750	I	By Kirk Trust⁽¹⁾
Common Stock	12/15/2005		S⁽²⁾		277	D	$49.5	892,473	I	By Kirk Trust⁽¹⁾
Common Stock	12/16/2005		S⁽²⁾		8,468	D	$48.802	884,005	I	By Kirk Trust⁽¹⁾

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)

1. Name and Address of Reporting Person^*

KIRK RANDAL J

(Last)

(First)

(Middle)

1881 GROVE AVENUE

(Street)

RADFORD

24141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

1. Name and Address of Reporting Person^*

NEW RIVER MANAGEMENT II, LP

(Last)

(First)

(Middle)

1881 GROVE AVENUE

(Street)

RADFORD

24141

(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^*

RJK, L.L.C.

(Last)

(First)

(Middle)

1881 GROVE AVENUE

(Street)

RADFORD

24141

(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. Randal J. Kirk controls each of Randal J. Kirk (2000) Limited Partnership ("RJK 2000"), Lotus Capital (2000) Company Inc. ("Lotus"), Kirkfield, L.L.C. ("Kirkfield"), New River Management II, LP ("NRMII"), New River Management III, LP ("NRMIII"), RJK, L.L.C.("RJK"), Third Security Staff 2001, LLC("Staff LLC") and R.J. Kirk Declaration of Trust ("Kirk Trust"). 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.

2. Sold pursuant to the reporting person's Rule 10b5-1 plan.

	/s/ Randal J. Kirk	12/16/2005
	/s/ Randal J. Kirk, Senior Managing Director, Third Security, LLC, which is the Manager of Third Security Capital Partners, LLC, which is the General Partner of New River Management II, LP	12/16/2005
	/s/ Randal J. Kirk, Manager of RJK, L.L.C.	12/16/2005
	** 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.
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