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^*

PERSEUS SOROS PARTNERS LLC

(Last)

(First)

(Middle)

2099 PENNSYLVANIA AVENUE

SUITE 900

(Street)

WASHINGTON

20006-1813

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BIOENVISION INC [ BIVN ]

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

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		See Footnotes (2), (3), (4)

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2004

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, $0.001 par value ("Common Stock")	12/21/2004		S		21,172⁽¹⁾	D	$8.4	411,037	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	12/21/2004		S		316⁽¹⁾	D	$8.41	410,721	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	12/21/2004		S		4,208⁽¹⁾	D	$8.42	406,513	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	12/21/2004		S		209⁽¹⁾	D	$8.43	406,304	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	12/21/2004		S		1,160⁽¹⁾	D	$8.44	405,144	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	12/21/2004		S		6,464⁽¹⁾	D	$8.45	398,680	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	12/21/2004		S		1,621⁽¹⁾	D	$8.46	397,059	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	12/21/2004		S		1,148⁽¹⁾	D	$8.47	395,911	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	12/21/2004		S		35⁽¹⁾	D	$8.48	395,876	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	12/21/2004		S		35⁽¹⁾	D	$8.49	395,841	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	12/21/2004		S		3,655⁽¹⁾	D	$8.5	392,186	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	12/21/2004		S		1,730⁽¹⁾	D	$8.51	390,456	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	12/21/2004		S		18⁽¹⁾	D	$8.52	390,438	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	12/21/2004		S		52⁽¹⁾	D	$8.53	390,386	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾

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)

1. Name and Address of Reporting Person^*

PERSEUS SOROS PARTNERS LLC

(Last)

(First)

(Middle)

2099 PENNSYLVANIA AVENUE

SUITE 900

(Street)

WASHINGTON

20006-1813

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		See Footnotes (2), (3), (4)

1. Name and Address of Reporting Person^*

PERSEUS BIOTECH FUND PARTNERS LLC

(Last)

(First)

(Middle)

2099 PENNSYLVANIA AVENUE

SUITE 900

(Street)

WASHINGTON

20006-1813

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		See Footnotes (2), (3), (4)

1. Name and Address of Reporting Person^*

SFM PARTICIPATION LP

(Last)

(First)

(Middle)

888 SEVENTH AVENUE

33RD FLOOR

(Street)

NEW YORK

10106

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		See Footnotes (2), (3), (4)

1. Name and Address of Reporting Person^*

SFM AH LLC

(Last)

(First)

(Middle)

888 SEVENTH AVENUE

33RD FLOOR

(Street)

NEW YORK

10106

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		See Footnotes (2), (3), (4)

Explanation of Responses:

1. These shares sold were held by Perseus-Soros Partners, LLC, a Delaware limited liability company ("Perseus-Soros Partners").

2. These securities reported herein are held for the account of Perseus-Soros BioPharmaceutical Fund, LP, a Delaware limited partnership ("Perseus-Soros") and Perseus-Soros Partners. Perseus-Soros Partners is the general partner of Perseus-Soros. Perseus BioTech Fund Partners, LLC, a Delaware limited liability company ("Perseus Partners") and SFM Participation, L.P., a Delaware limited partnership ("SFM Participation"), are the managing members of Perseus-Soros Partners. Perseus-Soros Partners, Perseus Partners, SFM Participation and SFM AH LLC may be deemed to beneficially own the 375,044 shares directly beneficially owned by Perseus-Soros after the transactions reported herein and in the other Form 4's filed by the reporting persons on December 23, 2004.

3. SFM AH LLC, a Delaware limited liability company ("SFM AH"), is the general partner of SFM Participation.

4. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), Perseus-Soros Partners, Perseus Partners, SFM Participation and SFM AH are deemed to be beneficial owners of the shares beneficially owned by Perseus-Soros or Perseus-Soros Partners only to the extent of the greater of its respective direct or indirect interest in the profits or capital account of Perseus-Soros or Perseus-Soros Partners. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that Perseus-Soros Partners, Perseus Partners, SFM Participation or SFM AH is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by Perseus-Soros or Perseus-Soros Partners in excess of such amount.

Remarks:

(5) Ms. Anzalotta is signing in her capacity as Ass't. General Counsel of Soros Fund Management LLC, as Managing Member of SFM AH LLC, as General Partner of SFM Participation, L.P., as Managing Member of Perseus-Soros Partners, LLC. (6) Mr. Macklin is signing in his capacity as Secretary and Treasurer of Perseuspur, L.L.C., as Managing Member of Perseus BioTech Fund Partners, LLC. (7) Ms. Anzalotta is signing in her capacity as Ass't. General Counsel of Soros Fund Management LLC, as Managing Member of SFM AH LLC, as General Partner of SFM Participation, L.P. (8) Ms. Anzalotta is signing in her capacity as Ass't. General Counsel of Soros Fund Management LLC, as Managing Member of SFM AH LLC.

	/s/ Jodye M. Anzalotta, Perseus-Soros Partners, LLC (5)	12/23/2004
	/s/ Rodd Macklin, Secretary and Treasurer, Perseus Biotech Fund Partners, LLC (6)	12/23/2004
	/s/ Jodye M. Anzalotta, SFM Participation, L.P. (7)	12/23/2004
	/s/ Jodye M. Anzalotta, SFM AH LLC (8)	12/23/2004
	** 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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