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^*

EVNIN ANTHONY B

(Last)

(First)

(Middle)

C/O VENROCK

530 FIFTH AVENUE, 22ND FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PHARMOS CORP [ PARS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2009

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	05/08/2009		J⁽¹⁾		370,432	A	$0.054⁽¹⁾	9,664,499	I	By Funds⁽²⁾

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)

Explanation of Responses:

1. On May 8, 2009, Venrock Associates ("VA"), Venrock Associates III, L.P. ("VA3") and Venrock Entrepreneurs Fund III, L.P. ("VEF3") became entitled to receive an aggregate of 65,813 shares, 297,098 shares and 7,521 shares, respectively, of the Issuer's common stock in connection with the completion of stipulated milestones for development of dextofisopam as set forth in the merger agreement (the "Merger Agreement") pursuant to which Vela Pharmaceuticals, Inc. merged into the Issuer on October 25, 2006 (the "Milestone"). The Issuer determined on May 8, 2009 that the shares were deemed earned at a price of $0.054 per share as a result of the satisfaction of the Milestone, although the Merger Agreement provides that such shares will not be issued until November 2, 2009. The reporting person's right to receive additional shares pursuant to the Milestone became fixed and irrevocable on October 25, 2006, the effective date of the merger.

2. Represents an aggregate of 1,738,744 shares of the Issuer's common stock held of record by VA of which Anthony B. Evnin is a General Partner, an aggregate of 7,732,354 shares of the Issuer's common stock held of record by VA3 of which Mr. Evnin is a Member of its general partner, Venrock Management III, LLC, and an aggregate of 193,401 shares of the Issuer's common stock held of record by VEF3 of which Mr. Evnin is a Member of its general partner, VEF Management III, LLC. Mr. Evnin disclaims beneficial ownership of these securities except to the extent of his pro-rata pecuniary interest.

Remarks:

	/s/ Anthony B. Evnin	05/12/2009
	** 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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