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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
NITROMED INC [ NTMD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 05/09/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 05/09/2006 | J(1) | 3,744 | A | (1) | 23,744 | D | |||
Common Stock | 05/09/2006 | J(2) | 354,438 | A | (2) | 5,823,771 | I | See Footnote(3) | ||
Common Stock | 05/09/2006 | X(4) | 30,450 | D | (4) | 5,793,321 | I | See Footnote(5) |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Contractual Call Option (obligation to sell) | (4) | 05/09/2006 | X | 30,450 | (4) | (4) | Common Stock | 30,450 | $0 | 0 | I | By Rho Management Trust I |
Explanation of Responses: |
1. 2,901 shares received by Mr. Leschly in a pro rata distribution exempt under Rule 16a-9(a) from Healthcare Partners III LP and 843 shares received by Mr. Leschly in a pro rata distribution exempt under Rule 16a-9(a) from Healthcare Partners IV LP. Mr. Leschly is a limited partner of both Healthcare Partners III LP and Healthcare Partners IV LP. |
2. Shares received by Rho Management Trust II ("Trust II") in a pro rata distribution exempt under Rule 16a-9(a) from Healthcare Ventures IV, L.P. ("HCV IV"), of which Trust II is a limited partner. |
3. Consists of 3,623,315 shares of common stock held by Trust II; 378,884 shares of common stock held by Rho Ventures IV L.P.; 891,990 shares of common stock held by Rho Ventures IV (QP) L.P.; and 929,582 shares of common stock held by Rho Ventures IV GmbH & Co., Beteiligungs KG. Mr. Leschly disclaims beneficial ownership of the shares held by each of the funds described above except to the extent of his pecuniary interest therein. |
4. Pursuant to an Agreement between Trust II and a third party dated April 30, 1993, Trust II is required to distribute to the third party 8.59109% of any distributions received from HCV IV. Accordingly, upon receipt of the distribution from HCV IV, Trust II distributed to the third party 30,450 shares of Common Stock for no additional consideration, which distribution is exempt under Rule 16b-6(b). |
5. Consists of 3,592,865 shares of common stock held by Trust II; 378,884 shares of common stock held by Rho Ventures IV L.P.; 891,990 shares of common stock held by Rho Ventures IV (QP) L.P.; and 929,582 shares of common stock held by Rho Ventures IV GmbH & Co., Beteiligungs KG. Mr. Leschly disclaims beneficial ownership of the shares held by each of the funds described above except to the extent of his pecuniary interest therein. |
/s/ Mark Leschly | 05/10/2006 | |
** 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. | ||
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. |