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^*

KHOSLA CHAITAN PHD

(Last)

(First)

(Middle)

3832 BAY CENTER PLACE

(Street)

HAYWARD

94545

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KOSAN BIOSCIENCES INC [ KOSN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2008

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	06/26/2008		U⁽¹⁾		116,442	D	⁽¹⁾	0	D
Common Stock	06/26/2008		J⁽¹⁾		1,346,585	D	⁽¹⁾	0	D

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)
Non-Statutory Stock Option (right to buy)	$9.7	06/26/2008		D⁽²⁾			3,750	⁽²⁾	06/01/2011⁽²⁾	Common Stock	3,750	⁽²⁾	0	D
Non-Statutory Stock Option (right to buy)	$9.7	06/26/2008		D⁽²⁾			75,000	⁽²⁾	06/01/2011⁽²⁾	Common Stock	75,000	⁽²⁾	0	D
Non-Statutory Stock Option (right to buy)	$14	06/26/2008		D⁽²⁾			7,500	⁽²⁾	10/05/2010⁽²⁾	Common Stock	7,500	⁽²⁾	0	D
Non-Statutory Stock Option (right to buy)	$6.92	06/26/2008		D⁽²⁾			10,000	⁽²⁾	02/22/2012⁽²⁾	Common Stock	10,000	⁽²⁾	0	D
Non-Statutory Stock Option (right to buy)	$8.85	06/26/2008		D⁽²⁾			5,000	⁽²⁾	05/24/2012⁽²⁾	Common Stock	5,000	⁽²⁾	0	D
Non-Statutory Stock Option (right to buy)	$6.99	06/26/2008		D⁽²⁾			5,000	⁽²⁾	05/23/2013⁽²⁾	Common Stock	5,000	⁽²⁾	0	D
Non-Statutory Stock Option (right to buy)	$11.28	06/26/2008		D⁽²⁾			5,000	⁽²⁾	05/27/2014⁽²⁾	Common Stock	5,000	⁽²⁾	0	D
Non-Statutory Stock Option (right to buy)	$4.55	06/26/2008		D⁽²⁾			5,000	⁽²⁾	05/26/2015⁽²⁾	Common Stock	5,000	⁽²⁾	0	D
Non-Statutory Stock Option (right to buy)	$4.65	06/26/2008		D⁽²⁾			5,000	⁽²⁾	05/26/2016⁽²⁾	Common Stock	5,000	⁽²⁾	0	D
Non-Statutory Stock Option (right to buy)	$5.89	06/26/2008		D⁽²⁾			5,000	⁽²⁾	05/25/2017⁽²⁾	Common Stock	5,000	⁽²⁾	0	D
Non-Statutory Stock Option (right to buy)	$1.58	06/26/2008		D⁽³⁾			10,000	⁽³⁾	05/23/2018⁽³⁾	Common Stock	10,000	⁽³⁾	0	D

Explanation of Responses:

1. Each share of Common Stock disposed of pursuant to Agreement and Plan of Merger, dated as of May 28, 2008, among the Issuer, Bristol-Myers Squibb Company and KB Acquisition Corp. (the "Merger Agreement") in exchange for $5.50 per share in cash.

2. Option disposed of pursuant to Merger Agreement in exchange for an amount in cash equal to (A) the excess, if any of (1) $5.50 over (2) the exercise price per share of Issuer Common Stock subject to such option, multiplied by (B) the number of shares of Issuer Common Stock subject to such option immediately prior to the effective time of the merger (whether vested or unvested).

3. On May 28, 2008, each of the members of the Board of Directors (the "Board") of the Issuer agreed to cancel the stock options originally granted to such members of the Board on May 23, 2008, which such cancellation was effective upon the closing of the tender offer contemplated by that certain Merger Agreement. No consideration was paid to the members of the Board in connection with such agreements to cancel and the related cancellations.

	Jonathan K.Wright, Attorney-in-Fact	06/26/2008
	** Signature of Reporting Person	Date
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