SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

GOWEN MAXINE

(Last)

(First)

(Middle)

FOUR TOWER BRIDGE

200 BARR HARBOR DRIVE, SUITE 250

(Street)

W. CONSHOHOCKEN

19428

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	03/31/2004		C	1,137,656	A	⁽²⁾	1,137,656	I	by S.R.One, Limited⁽¹⁾
Common stock	10/25/2004		X	2,857	A	$1.225	1,140,513	I	by S.R.One, Limited⁽¹⁾
Common stock	10/25/2004		X	25,000	A	$9	1,165,513	I	by S.R.One, Limited⁽¹⁾

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)	4. Transaction Code (Instr. 8)	(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 D Preferred stock	⁽²⁾	03/31/2004		C		3,981,842	⁽³⁾	⁽⁴⁾	Common stock	1,137,656	⁽²⁾	0	I	by S.R. One, Limited⁽¹⁾
Stock Option (right to buy)	$1.75	07/27/2004		J		8,571	12/31/2004	12/03/2013	Common stock	8,571	⁽⁵⁾	0	I	by S.R.One, Limited⁽¹⁾⁽⁵⁾
Stock Option (right to buy)	$1.225	10/25/2004		X		2,857	07/30/2003	07/30/2013	Common stock	2,857	$1.225	0	I	by S.R.One, Limited⁽¹⁾
Stock Option (right to buy)	$9	10/25/2004		X		25,000	04/01/2004	04/01/2014	Common stock	25,000	$9	0	I	by S.R.One, Limited⁽¹⁾

Explanation of Responses:

1. These options were granted to the Reporting Person, a trustee and officer of S.R. One, Limited ("SROne"). Reporting Person is obligated to transfer any shares issued under the options to SROne and disclaims beneficial ownership of those shares and any other shares included in this report except to the extent of her pecuniary interest in SROne.

2. Each share of Series D Preferred stock was automatically converted by its terms into 0.28571 shares of Common stock upon the consummation of the Issuer's initial public offering.

3. Immediately convertible.

4. The expiration date is not relevant to this transaction.

5. Reporting Person ceased being a director of Issuer on July 27, 2004. The options originally granted on December 3, 2003 and not exercisable until December 31, 2004 have lapsed since they were not vested at the time the Reporting Person ceased being a director of the Issuer.

	Maxine Gowen	02/07/2005
	** 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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