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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

BROWN SIMPSON ASSET MANAGEMENT LLC

(Last)

(First)

(Middle)

152 W 57TH STREET, 21ST FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/20/2003

3. Issuer Name and Ticker or Trading Symbol
INCARA INC [ INCR.OB ]

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

Director	X	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, par value $0.001 per share	30,601,644	I	(1)⁽¹⁾⁽²⁾⁽³⁾

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)

Explanation of Responses:

1. The reporting person is Brown Simpson Asset Management, LLC ("BSAM"), a New York limited liability company, which is the sole manager of Goodnow Capital, L.L.C., a Delaware limited liability company ("Goodnow"). Goodnow is the holder of 30,601,644 shares of common stock, par value $0.001 per share (the "Common Stock"), of Incara, Inc., a Delaware corporation (the "Company"). Pursuant to the Operating Agreement of Goodnow, management and control of Goodnow is vested exclusively in the sole manager and, as a result, BSAM possesses the sole power to vote and direct the disposition of all securities of the Company owned by Goodnow. Thus, for the purposes of Reg. Section 240.13d-3, BSAM is deemed to beneficially own 30,601,644 shares of Common Stock of the Company.

2. On July 28, 2003, the Company issued a certain Secured Convertible Promissory Note (the "Note") to Goodnow in the aggregate principal amount of $3,000,000 in connection with certain bridge financing provided to the Company by Goodnow. Pursuant to the terms of the Note, the outstanding principal amount of the Note, together with all accrued but unpaid interest, automatically converts into Common Stock of the Company at a conversion price of $0.10 per share upon consummation of the merger (the "Merger") of Incara Pharmaceuticals Corporation, the sole stockholder of the Company (the "Parent"), with and into the Company. On November 20, 2003, the Merger was consummated and, as a result, the Note was automatically converted into 30,601,444 shares of Common Stock of the Company.

3. The obligations of the Company under the Note had been guaranteed by the Parent pursuant that certain Guaranty, dated as of July 28, 2003 and amended on September 16, 2003 (the "Guaranty"), which Guaranty had provided that any cash payment made thereunder may be converted, at Goodnow's election, into shares of common stock of the Parent at a conversion price of $.10 per share. The Guaranty expired upon the conversion of the Note in connection with the Merger. Goodnow also held (i) a warrant to purchase 50,000,000 shares of Common Stock of the Company (the "Company Warrant") and (ii) a warrant to purchase 50,000,000 shares of common stock of the Parent (the "Parent Warrant"). Each of the Company Warrant and the Parent Warrant expired by their terms upon consummation of the Merger.

	/s/ Mitchell D. Kaye, Manager of Brown Simpson Asset Management, LLC	11/21/2003
	** 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).
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.