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^*

SCHREIBER ALAIN

(Last)

(First)

(Middle)

90 NASSAU STREET

5TH FLOOR

(Street)

PRINCETON

08542

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OPTIMER PHARMACEUTICALS INC [ OPTR ]

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)
03/04/2009

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	03/04/2009		P		175,616	A	⁽²⁾	1,450,973	I	by ProQuest Investments II, L.P.⁽¹⁾
Common Stock	03/04/2009		P		7,450	A	⁽²⁾	61,556	I	by ProQuest Investments II Advisors Fund, L.P.⁽¹⁾
Common Stock	03/04/2009		P		91,533	A	⁽²⁾	405,998	I	by ProQuest Investments III, L.P.⁽¹⁾
Common Stock	03/04/2009		P		183,067	A	⁽²⁾	811,998	I	by ProQuest Investments IV, L.P.⁽¹⁾

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)
Warrants to purchase common stock	$10.93	03/04/2009		P		35,123		09/09/2009	03/09/2014	Common Stock	35,123	⁽²⁾	35,123	I	by ProQeust Investment II, L.P.⁽¹⁾
Warrants to purchase common stock	$10.93	03/04/2009		P		1,490		09/09/2009	03/09/2014	Common Stock	1,490	⁽²⁾	1,490	I	by ProQuest Investments II Advisors Funds, L.P.⁽¹⁾
Warrants to purchase common stock	$10.93	03/04/2009		P		18,307		09/09/2009	03/09/2014	Common Stock	18,307	⁽²⁾	18,307	I	by ProQuest Investments III, L.P.⁽¹⁾
Warrants to purchase common stock	$10.93	03/04/2009		P		36,613		09/09/2009	03/09/2014	Common Stock	36,613	⁽²⁾	36,613	I	ProQeust Investments, IV, L.P.⁽¹⁾

Explanation of Responses:

1. Dr. Schreiber is a managing partner of ProQuest Investments. Dr. Schreiber disclaims beneficial owenership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed as admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purposes.

2. The reported securities will be issued under a Unit Purchase Agreement with the Issuer dated March 4, 2009 for a purchase of $10.925 per Unit. Each Unit consists of one share of common stock and a warrant to purchase .20 of a share of Common Stock.

	John D. Prunty, attorney-in-fact	03/06/2009
	** 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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