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^*

ADVENT VENTURE PARTNERS LLP

(Last)

(First)

(Middle)

25 BUCKINGHAM GATE

(Street)

LONDON

SW1 E6LD

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SANTARUS INC [ SNTS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/06/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	04/06/2004		C		1,434,473	A	$0⁽¹⁾	1,434,473	I	See Footnote⁽²⁾
Common Stock	04/06/2004		C		702,901	A	$0⁽¹⁾	702,901	I	See Footnote⁽³⁾
Common Stock	04/06/2004		C		196,072	A	$0⁽¹⁾	196,072	I	See Footnote⁽⁴⁾
Common Stock	04/06/2004		C		385,670	A	$0⁽¹⁾	385,670	I	See Footnote⁽⁵⁾
Common Stock	04/06/2004		C		55,491	A	$0⁽¹⁾	55,491	I	See Footnote⁽⁶⁾
Common Stock	04/06/2004		C		46,242	A	$0⁽¹⁾	46,242	I	See Footnote⁽⁷⁾
Common Stock	04/06/2004		C		13,872	A	$0⁽¹⁾	13,872	I	See Footnote⁽⁸⁾

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 C Preferred Stock	$0⁽¹⁾	04/06/2004		C			1,561,840	⁽¹⁾	⁽¹⁾	Common Stock	179,567⁽¹⁾	$0⁽¹⁾	0	I	See Footnote⁽²⁾
Series C Preferred Stock	$0⁽¹⁾	04/06/2004		C			765,311	⁽¹⁾	⁽¹⁾	Common Stock	87,989⁽¹⁾	$0⁽¹⁾	0	I	See Footnote⁽³⁾
Series C Preferred Stock	$0⁽¹⁾	04/06/2004		C			213,482	⁽¹⁾	⁽¹⁾	Common Stock	24,544⁽¹⁾	$0⁽¹⁾	0	I	See Footnote⁽⁴⁾
Series C Preferred Stock	$0⁽¹⁾	04/06/2004		C			419,914	⁽¹⁾	⁽¹⁾	Common Stock	48,278⁽¹⁾	$0⁽¹⁾	0	I	See Footnote⁽⁵⁾
Series C Preferred Stock	$0⁽¹⁾	04/06/2004		C			60,419	⁽¹⁾	⁽¹⁾	Common Stock	6,946⁽¹⁾	$0⁽¹⁾	0	I	See Footnote⁽⁶⁾
Series C Preferred Stock	$0⁽¹⁾	04/06/2004		C			50,349	⁽¹⁾	⁽¹⁾	Common Stock	5,789⁽¹⁾	$0⁽¹⁾	0	I	See Footnote⁽⁷⁾
Series C Preferred Stock	$0⁽¹⁾	04/06/2004		C			15,105	⁽¹⁾	⁽¹⁾	Common Stock	1,737⁽¹⁾	$0⁽¹⁾	0	I	See Footnote⁽⁸⁾
Series D Preferred Stock	$0⁽¹⁾	04/06/2004		C			2,820,937	⁽¹⁾	⁽¹⁾	Common Stock	230,269⁽¹⁾	$0⁽¹⁾	0	I	See Footnote⁽²⁾
Series D Preferred Stock	$0⁽¹⁾	04/06/2004		C			1,382,278	⁽¹⁾	⁽¹⁾	Common Stock	112,833⁽¹⁾	$0⁽¹⁾	0	I	See Footnote⁽³⁾
Series D Preferred Stock	$0⁽¹⁾	04/06/2004		C			385,583	⁽¹⁾	⁽¹⁾	Common Stock	31,475⁽¹⁾	$0⁽¹⁾	0	I	See Footnote⁽⁴⁾
Series D Preferred Stock	$0⁽¹⁾	04/06/2004		C			758,434	⁽¹⁾	⁽¹⁾	Common Stock	61,910⁽¹⁾	$0⁽¹⁾	0	I	See Footnote⁽⁵⁾
Series D Preferred Stock	$0⁽¹⁾	04/06/2004		C			109,127	⁽¹⁾	⁽¹⁾	Common Stock	8,908⁽¹⁾	$0⁽¹⁾	0	I	See Footnote⁽⁶⁾
Series D Preferred Stock	$0⁽¹⁾	04/06/2004		C			90,939	⁽¹⁾	⁽¹⁾	Common Stock	7,423⁽¹⁾	$0⁽¹⁾	0	I	See Footnote⁽⁷⁾
Series D Preferred Stock	$0⁽¹⁾	04/06/2004		C			27,282	⁽¹⁾	⁽¹⁾	Common Stock	2,227⁽¹⁾	$0⁽¹⁾	0	I	See Footnote⁽⁸⁾

1. Name and Address of Reporting Person^*

ADVENT VENTURE PARTNERS LLP

(Last)

(First)

(Middle)

25 BUCKINGHAM GATE

(Street)

LONDON

SW1 E6LD

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ADVENT PRIVATE EQUITY FUND III AFFILIATES

(Last)

(First)

(Middle)

25 BUCKINGHAM GATE

(Street)

LONDON

SW1 E6LD

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ADVENT MANAGEMENT III L P

(Last)

(First)

(Middle)

50 LOTHIAN ROAD, FESTIVAL SQUARE

(Street)

EDINBURGH

EH9 9BY

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ADVENT PRIVATE EQUITY FUND III A LTD PARTNERSHIP

(Last)

(First)

(Middle)

25 BUCKINGHAM GATE

(Street)

LONDON

SW1 E6LD

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ADVENT PRIVATE EQUITY FUND III B LTD PARTNERSHIP

(Last)

(First)

(Middle)

25 BUCKINGHAM GATE

(Street)

LONDON

SW1 E6LD

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ADVENT PRIVATE EQUITY FUND III C LTD PARTNERSHIP

(Last)

(First)

(Middle)

25 BUCKINGHAM GATE

(Street)

LONDON

SW1 E6LD

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ADVENT PRIVATE EQUITY FUND III D LTD PARTNERSHIP

(Last)

(First)

(Middle)

25 BUCKINGHAM GATE

(Street)

LONDON

SW1 E6LD

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ADVENT PRIVATE EQUITY FUND III GMBH & CO KG

(Last)

(First)

(Middle)

THERESIENSTRASSE 6

(Street)

MUNICH

80333

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each share of Series C Preferred Stock was converted into 0.4024 shares of Common Stock on the closing date of Santarus's initial public offering (April 6, 2004), and each share of Series D Preferred Stock was converted into 0.2857 shares of Common Stock on the closing date of Santarus's initial public offering (April 6, 2004). In addition, there was a 1-for-3.5 reverse stock split.

2. Consists of shares held by Advent Private Equity Fund III 'A' Limited Partnership. Each Reporting Person disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.

3. Consists of shares held by Advent Private Equity Fund III 'B' Limited Partnership. Each Reporting Person disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.

4. Consists of shares held by Advent Private Equity Fund III 'C' Limited Partnership. Each Reporting Person disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.

5. Consists of shares held by Advent Private Equity Fund III 'D' Limited Partnership. Each Reporting Person disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.

6. Consists of shares held by Advent Private Equity Fund III GMBH & CO KG. Each Reporting Person disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.

7. Consists of shares held by Advent Private Equity Fund III Affiliates. Each Reporting Person disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.

8. Consists of shares held by Advent Private Equity Fund III Limited Partnership. Each Reporting Person disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.

Remarks:

After April 6, 2004, the persons noted herein will no longer be greater than 10% holders.

	/s/Patrick Lee, General Partner of Advent Venture Partners LLP	04/06/2004
	/s/Patrick Lee, General Partner of Advent Venture Partners LLP acting in its capacity as Manager of Advent Private Equity Fund III Affiliates	04/06/2004
	/s/Patrick Lee, General Partner of Advent Venture Partners LLP acting in its capacity as Manager of Advent Management III L.P.	04/06/2004
	/s/Patrick Lee, General Partner of Advent Venture Partners LLP acting in its capacity as Manager of Advent Private Equity Fund III A LTD Partnership	04/06/2004
	/s/Patrick Lee, General Partner of Advent Venture Partners LLP acting in its capacity as Manager of Advent Private Equity Fund III B LTD Partnership	04/06/2004
	/s/Patrick Lee, General Partner of Advent Venture Partners LLP acting in its capacity as Manager of Advent Private Equity Fund III C LTD Partnership	04/06/2004
	/s/Patrick Lee, General Partner of Advent Venture Partners LLP acting in its capacity as Manager of Advent Private Equity Fund III D LTD Partnership	04/06/2004
	/s/Patrick Lee, General Partner of Advent Venture Partners LLP acting in its capacity as Manager of Advent Private Equity Fund III GMBH & CO KG	04/06/2004
	** 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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