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^*

GADICKE ANSBERT

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

111 HUNTINGTON AVE., 31ST FLOOR

(Street)

BOSTON

02199

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VIACELL INC [ VIAC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2005

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	01/26/2005		C		666,667	A	⁽¹⁾	666,667	I	See Footnote⁽²⁾
Common Stock	01/26/2005		C		1,666,667	A	⁽¹⁾	2,333,334	I	See Footnote⁽²⁾
Common Stock	01/26/2005		C		2,000,000	A	⁽¹⁾	4,333,334	I	See Footnote⁽²⁾
Common Stock	01/26/2005		C		470,155	A	⁽¹⁾	4,803,489	I	See Footnote⁽²⁾
Common Stock	01/26/2005		C		125,000	A	⁽¹⁾	4,928,489	I	See Footnote⁽²⁾
Common Stock	01/26/2005		C		235,274	A	⁽¹⁾	235,274	I	See Footnote⁽³⁾

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)
Series D Preferred Stock	⁽¹⁾	01/26/2005		C			666,667	⁽¹⁾	⁽¹⁾	Common Stock	666,667	⁽¹⁾	0	I	No securities owned
Series E Preferred Stock	⁽¹⁾	01/26/2005		C			1,666,667	⁽¹⁾	⁽¹⁾	Common Stock	1,666,667	⁽¹⁾	0	I	No securities owned
Series G Preferred Stock	⁽¹⁾	01/26/2005		C			2,000,000	⁽¹⁾	⁽¹⁾	Common Stock	2,000,000	⁽¹⁾	0	I	No securities owned
Series H Preferred Stock	⁽¹⁾	01/26/2005		C			470,155	⁽¹⁾	⁽¹⁾	Common Stock	470,155	⁽¹⁾	0	I	No securities owned
Series I Preferred Stock	⁽¹⁾	01/26/2005		C			235,274	⁽¹⁾	⁽¹⁾	Common Stock	235,274	⁽¹⁾	0	I	No securities owned
Series J Preferred Stock	⁽¹⁾	01/26/2005		C			125,000	⁽¹⁾	⁽¹⁾	Common Stock	125,000	⁽¹⁾	0	I	No securities owned
Common Stock Warrant	$5	01/26/2005		P		111,167		01/26/2005	01/26/2006	Common Stock	111,167	$8⁽⁴⁾	111,167	I	By BB BioVentures, L.P.
Common Stock Warrant	$5	01/26/2005		P		12,620		01/26/2005	01/26/2006	Common Stock	12,620	$8⁽⁴⁾	12,620	I	MPM BioVentures Parallel Fund, L.P.
Common Stock Warrant	$5	01/26/2005		P		1,213		01/26/2005	01/26/2006	Common Stock	1,213	$8⁽⁴⁾	1,213	I	By MPM Asset Management Investors 2000A LLC

Explanation of Responses:

1. Each share of Preferred Stock automatically converted on a 1 for 1 basis into shares of Common Stock upon the closing of Issuer's initial public offering.

2. An aggregate of 4,928,489 shares are are held as follows: 4,568,835 by BB BioVentures, L.P. ("BB BioVentures"), 334,481by MPM BioVentures Parallel Fund, L.P. ("MPM Parallel") and 25,173 by MPM Asset Management Investors 2000A LLC ("MPM Asset"). BB BioVentures is under common control with MPM Parallel. BAB BioVentures L.P. ("BAB BV"), BAB BioVentures NV and MPM BioVentures I LLC ("BioVentures LLC") are the direct and indirect general partners of BB BioVentures. MPM BioVentures I L.P. ("BioVentures LP") and BioVentures LLC are the direct and indirect general partners of MPM Parallel. The Reporting person is a manager of MPM Investors, BioVentures LLC and MPM Asset. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

3. The shares are held as follows: 130,880 by MPM BioVentures II-QP, L.P. ("BV II QP"), 14,444 by MPM BioVentures II, L.P. ("BV II"), 2,715 by MPM Asset Management Investors 2001 LLC ("AM 2001") and 46,089 by MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG ("BV KG") and 41,146 by MPM Founders LLC ("MPM Founders"). MPM Asset Management II, L.P. ("AM II GP") and MPM Asset Management II LLC ("AM II LLC") are the direct and indirect general partners of BV II QP, BV II and BV KG. The Reporting Person is a member of AM 2001, AM II LLC and MPM Founders. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

4. On September 30, 2003, BB BioVentures, MPM Parallel and MPM Asset acquired, for a combined price of $1,000,000 and at $8 per unit, 125,000 shares of Series J Preferred Stock and a right, contingent upon closing of the IPO of the common stock at less than $9.70 per share, to 125,000 warrants to purchase common stock. Issuer's IPO of its common stock at a price of $7 per share occurred on January 26, 2005.

	/s/ Ansbert Gadicke	01/28/2005
	** 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).
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