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^*

EMANUELE ROBERT MARTIN

(Last)

(First)

(Middle)

12390 EL CAMINO REAL, SUITE 150

(Street)

SAN DIEGO

92130

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/27/2011

3. Issuer Name and Ticker or Trading Symbol
ADVENTRX PHARMACEUTICALS INC [ ANX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior VP, Development

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	588,663⁽¹⁾	D

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 acquired these securities on April 8, 2011 as consideration for the reporting person's interest in SynthRx, Inc., which ADVENTRX Pharmaceuticals, Inc., the issuer of these securities, acquired by merger on April 8, 2011. Of these 588,663 shares, (i) 42,035 shares are currently being held in escrow and are subject to forfeiture during 12-month period following the merger to satisfy claims arising as a result of SynthRx's breach of its representations and warranties or covenants in the merger agreement and (ii) 407,477 shares are subject to repurchase by the issuer at a purchase price of $0.001 per share in the event and to the extent of failure to achieve the first development milestone under the merger agreement.

Remarks:

The terms of the merger agreement pursuant to which the issuer acquired SynthRx, Inc. provide that the former stockholders of SynthRx, including the reporting person, will receive additional shares of issuer common stock upon achievement of specified development milestones related to SynthRx's lead product candidate if issuance of such contingent, additional shares is approved by the issuer's stockholders by December 31, 2011. The value of such additional shares, if any, will be based on the 10-day volume weighted average of the closing prices of issuer common stock immediately prior to achievement of the applicable milestone. The reporting person's right to receive such additional shares pursuant to this earn-out right became fixed and irrevocable on April 8, 2011, the effective date of the merger.

	/s/ R. Martin Emanuele	04/27/2011
	** 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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