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^*

HENOS MICHAEL A

(Last)

(First)

(Middle)

1165 SANCTUARY PARKWAY

SUITE 400

(Street)

ALPHARETTA

30004

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INHIBITEX INC [ INHX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2004

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	06/09/2004		C		1,827,832	A	⁽¹⁾	1,930,832	I	See Footnote⁽²⁾
Common Stock	06/09/2004		C		824,443	A	⁽¹⁾	824,443	I	See Footnote⁽³⁾
Common Stock								12,158	D

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 Convertible Preferred Stock	⁽⁴⁾	06/09/2004		J⁽⁵⁾		121,043		⁽⁶⁾	⁽⁷⁾	Common Stock	50,859	⁽⁵⁾	499,043	I	See footnote⁽³⁾
Series D Convertible Preferred Stock	⁽⁴⁾	06/09/2004		J⁽⁸⁾		291,386		⁽⁶⁾	⁽⁷⁾	Common Stock	122,432	⁽⁸⁾	1,851,773	I	See footnote⁽²⁾
Series C Convertible Preferred Stock	⁽⁴⁾	06/09/2004		J⁽⁵⁾		421,927		⁽⁶⁾	⁽⁷⁾	Common Stock	177,281	⁽⁵⁾	1,825,435	I	See footnote⁽²⁾
Series C Convertible Preferred Stock	⁽¹⁾	06/09/2004		C			499,043	⁽⁶⁾	⁽⁷⁾	Common Stock	209,683	⁽¹⁾	0	I	See footnote⁽³⁾
Series D Convertible Preferred Stock	⁽¹⁾	06/09/2004		C			1,851,773	⁽⁶⁾	⁽⁷⁾	Common Stock	778,057	⁽¹⁾	0	I	See footnote⁽²⁾
Series E Convertible Preferred Stock	⁽¹⁾	06/09/2004		C			673,022	⁽⁶⁾	⁽⁷⁾	Common Stock	282,783	⁽¹⁾	0	I	See footnote⁽²⁾
Series C Convertible Preferred Stock	⁽¹⁾	06/09/2004		C			1,825,435	⁽⁶⁾	⁽⁷⁾	Common Stock	766,992	⁽¹⁾	0	I	See footnote⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	06/09/2004		C			1,463,128	⁽⁶⁾	⁽⁷⁾	Common Stock	614,760	⁽¹⁾	0	I	See footnote⁽³⁾

Explanation of Responses:

1. The securities automatically converted on a 1-for-2.38 basis into Common Stock upon the closing of the initial public offering of the Issuer.

2. The securities are owned directly by Alliance Technology Ventures II, L.P., ATV II Affiliates Fund, L.P., Alliance Technology Ventures III, L.P. and ATV III Affiliates Fund, L.P. The Reporting Person is managing general partner of Alliance Associates II, L.L.C., the general partner of Alliance Technology Ventures II, L.P. and ATV II Affiliates Fund, L.P. and a manager of ATV III Partners, L.L.C., the general partner of Alliance Technology Ventures III, L.P., and ATV Affiliates Fund, L.P., and, in such capacity, the Reporting Person may be deemed to have shared voting and dispositive power with respect to the securities. The Reporting Person disclaims beneficial ownership of the shares held by these funds, except to the extent of his proportionate pecuniary interest therein.

3. The securities are owned directly by Alliance Technology Ventures, L.P. ATV/GP Parallel Fund, L.P. and ATV/MJF Parallel Fund, L.P. The Reporting Person is managing general partner of Alliance Technology Ventures, L.P. ATV/GP Parallel Fund, L.P. and ATV/MJF Parallel Fund, L.P. and in such capacity, the Reporting Person has sole voting and dispositive power with respect to the securities. The Reporting Person disclaims beneficial ownership of the shares held by these funds, except to the extent of his proportionate pecuniary interest therein.

4. The securities convert on a 1-for-2.38 basis into Common Stock, giving effect to the recently completed 1-for-2.38 reverse stock split of the Common Stock.

5. The securities were acquired upon the election of the Reporting Person to receive accumulated dividends on the Issuer's Series C Convertible Preferred Stock (the "Series C Stock") in Series C Stock. Such Series C Stock converted to Common Stock upon the closing of the inital public offering of Common Stock of the Issuer as described in Footnote 1.

6. The securities are immediately convertible.

7. The securities have no expiration date.

8. The securities were acquired upon the election of the Reporting Person to receive accumulated dividends on the Issuer's Series D Convertible Preferred Stock (the "Series D Stock") in Series D Stock. Such Series D Stock converted to Common Stock upon the closing of the initial public offering of Common Stock of the Issuer as described in Footnote 1.

Remarks:

	/s/ Melissa P. Coyne attorney-in-fact for Michael A. Henos	06/09/2004
	** 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).
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