SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

MCGUIRE TERRANCE

(Last)

(First)

(Middle)

C/O ACUSPHERE, INC.

500 ARSENAL STREET

(Street)

WATERTOWN

02472

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/07/2003

3. Issuer Name and Ticker or Trading Symbol
ACUSPHERE INC [ ACUS ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	133,753	I⁽¹⁾	see footnote 1⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-2 Convertible Preferred Stock	10/07/2003	⁽²⁾	Common Stock	90,135⁽⁴⁾	⁽⁴⁾	I⁽⁴⁾	See "Notes to Footnote 4" in Exhibit 99.1⁽⁴⁾
Series B-2 Convertible Preferred Stock	10/07/2003	⁽²⁾	Common Stock	77,535⁽⁵⁾	⁽⁵⁾	I⁽⁵⁾	See "Notes to Footnote 5" in Exhibit 99.1⁽⁵⁾
Series C-2 Convertible Preferred Stock	10/07/2003	⁽²⁾	Common Stock	249,257⁽⁶⁾	⁽⁶⁾	I⁽⁶⁾	See "Notes to Footnote 6" in Exhibit 99.1⁽⁶⁾
Series D-2 Convertible Preferred Stock	10/07/2003	⁽²⁾	Common Stock	142,751⁽⁷⁾	⁽⁷⁾	I⁽⁷⁾	See "Notes to Footnote 7" in Exhibit 99.1⁽⁷⁾
Series E-2 Convertible Preferred Stock	10/07/2003	⁽²⁾	Common Stock	52,557⁽⁸⁾	⁽⁸⁾	I⁽⁸⁾	See "Notes to Footnote 8" in Exhibit 99.1⁽⁸⁾
Series F-2 Convertible Preferred Stock	10/07/2003	⁽²⁾	Common Stock	34,781⁽⁹⁾	⁽⁹⁾	I⁽⁹⁾	See "Notes to Footnote 9" in Exhibit 99.1⁽⁹⁾
Series I-2 Convertible Preferred Stock	10/07/2003	⁽²⁾	Common Stock	40,239⁽¹⁰⁾	⁽¹⁰⁾	I⁽¹⁰⁾	See "Notes to Footnote 10" in Exhibit 99.1⁽¹⁰⁾
Series J-2 Convertible Preferred Stock	10/07/2003	⁽²⁾	Common Stock	240,933⁽¹¹⁾	⁽¹¹⁾	I⁽¹¹⁾	See "Notes to Footnote 11" in Exhibit 99.1⁽¹¹⁾
Series J-3 Convertible Preferred Stock	10/07/2003	⁽²⁾	Common Stock	51,858⁽¹²⁾	⁽¹²⁾	I⁽¹²⁾	See "Notes to Footnote 12" in Exhibit 99.1⁽¹²⁾
10% Secured Convertible Promissory Notes	10/07/2003	06/30/2004⁽³⁾	Series J Convertible Preferred Stock/Common Stock	2,442,634⁽¹³⁾	$1.41⁽¹³⁾	I⁽¹³⁾	See "Notes to Footnote 13" in Exhibit 99.1⁽¹³⁾
Warrants to Purchase Series J Convertible Preferred Stock	10/07/2003	04/11/2008	Series J Convertible Preferred Stock/Common Stock	465,323⁽¹⁴⁾	$1.41⁽¹⁴⁾	I⁽¹⁴⁾	See "Notes to Footnote 14" in Exhibit 99.1⁽¹⁴⁾

Explanation of Responses:

1. The amount reported includes 132,362 shares held by Alta V Limited Partnership and 1,391 shares held by Customs House Partners. Mr. McGuire is a general partner of Alta V Management Partners, L.P. ("Alta") and as such may be deemed to share voting and investment power with respect to these securities. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary ownership therein.

2. These securities are preferred stock of Acusphere and do not have an expiration date. These securities will automatically convert into shares of Acusphere's Common Stock upon the consummation of Acusphere's initial public offering.

3. The 10% Secured Convertible Promissory Notes are convertible into shares of common stock anytime prior to the maturity date, June 30, 2004. These securities will automatically convert into shares of Acusphere's Common Stock upon the consummation of Acusphere's initial public offering.

4. See "Notes to Footnote 4" in Exhibit 99.1.

5. See "Notes to Footnote 5" in Exhibit 99.1.

6. See "Notes to Footnote 6" in Exhibit 99.1.

7. See "Notes to Footnote 7" in Exhibit 99.1.

8. See "Notes to Footnote 8" in Exhibit 99.1.

9. See "Notes to Footnote 9" in Exhibit 99.1.

10. See "Notes to Footnote 10" in Exhibit 99.1.

11. See "Notes to Footnote 11" in Exhibit 99.1.

12. See "Notes to Footnote 12" in Exhibit 99.1.

13. See "Notes to Footnote 13" in Exhibit 99.1.

14. See "Notes to Footnote 14" in Exhibit 99.1.

	/s/ Terrance McGuire	10/07/2003
	** 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 5 (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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