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^*

BAILEY DOUGLAS G

(Last)

(First)

(Middle)

120 LONG RIDGE ROAD

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2011

3. Issuer Name and Ticker or Trading Symbol
ENDOCYTE INC [ ECYT ]

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

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

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	55,846⁽¹⁾	D
Common Stock	83,769⁽²⁾	I	By ABV Holding Company 7 LLC⁽³⁾

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)
Series C-3 Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	17,451	⁽⁴⁾	D
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	184,785	⁽⁴⁾	I	By ABV Holding Company 7 LLC⁽³⁾
Series C-1 Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	187,126	⁽⁴⁾	I	By ABV Holding Company 7 LLC⁽³⁾
Series C-1 Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	137,973	⁽⁴⁾	I	By ABV Holding Company 9 LLC⁽⁶⁾
Series C-2 Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	83,769	⁽⁴⁾	I	By ABV Holding Company 10 LLC⁽⁷⁾
Series C-3 Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	366,490	⁽⁴⁾	I	By ABV Holding Company 12 LLC⁽⁸⁾
Subordinated Convertible Promissory Note	⁽⁹⁾	01/07/2012	Common Stock	$1,400,000	⁽¹⁰⁾	I	By ABV Holding Company 13 LLC⁽¹¹⁾

Explanation of Responses:

1. 29,668 shares held by Douglas G. Bailey are subject to repurchase based on milestones set forth in the Restricted Stock Purchase Agreement dated July 10, 2001 between the Issuer and each of Sanderling Venture Partners V, L.P., Sanderling V Biomedical, L.P., ABV Holding Company 7 LLC, Douglas G. Bailey, and Cincinnati Financial Corporation.

2. 44,502 shares held by ABV Holding Company 7 LLC are subject to repurchase based on milestones set forth in the Restricted Stock Purchase Agreement dated July 10, 2001 between the Issuer and each of Sanderling Venture Partners V, L.P., Sanderling V Biomedical, L.P., ABV Holding Company 7 LLC, Douglas G. Bailey, and Cincinnati Financial Corporation.

3. Douglas G. Bailey is a Managing Member of ABV Holding Company 7 LLC. Mr. Bailey disclaims beneficial ownership of the shares directly held by the entities affiliated with ABV Holding Company except to the extent of his pecuniary interest therein.

4. The reported securities are convertible at any time at the option of the reporting person, but automatically convert into shares of Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering.

5. Not applicable.

6. Douglas G. Bailey is a Managing Member of ABV Holding Company 9 LLC. Mr. Bailey disclaims beneficial ownership of the shares directly held by the entities affiliated with ABV Holding Company except to the extent of his pecuniary interest therein.

7. Douglas G. Bailey is a Managing Member of ABV Holding Company 10 LLC. Mr. Bailey disclaims beneficial ownership of the shares directly held by the entities affiliated with ABV Holding Company except to the extent of his pecuniary interest therein.

8. Douglas G. Bailey is a Managing Member of ABV Holding Company 12 LLC. Mr. Bailey disclaims beneficial ownership of the shares directly held by the entities affiliated with ABV Holding Company except to the extent of his pecuniary interest therein.

9. The outstanding principal amount of the reported securities and all accrued and unpaid interest automatically convert upon the closing of the Issuer's initial public offering.

10. 85% of the original issue price of the shares of the Issuer's initial public offering.

11. Douglas G. Bailey is a Managing Member of ABV Holding Company 13 LLC. Mr. Bailey disclaims beneficial ownership of the shares directly held by the entities affiliated with ABV Holding Company except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Douglas G. Bailey	01/31/2011
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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