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^*

Wertheimer Samuel P

(Last)

(First)

(Middle)

767 THIRD AVENUE, 30TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/10/2007

3. Issuer Name and Ticker or Trading Symbol
Biodel Inc [ BIOD ]

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	708,136	I	See footnote⁽¹⁾

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)
Director's Stock Option (right to buy)	⁽²⁾	07/10/2014	Common Stock	17,713	$5.65	I⁽³⁾	See Footnote⁽⁴⁾
Director's Stock Option (right to buy)	⁽⁵⁾	11/30/2014	Common Stock	2,601	$12.63	I⁽⁶⁾	See Footnote⁽⁴⁾
Director Stock Option (right to buy)	05/10/2007	05/09/2017	Common Stock	25,000	$15	I⁽⁷⁾	See Footnote⁽⁴⁾
Series B Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	1,258,756	⁽⁸⁾	I	See footnote⁽⁹⁾

Explanation of Responses:

1. The amount shown represents (i) 472,611 shares of Common Stock held directly by Caduceus Private Investments II LP, (ii) 176,963 shares of Common Stock held by Caduceus Private Investments II (QP), LP, and (iii) 58,562 shares of Common Stock held directly by UBS Juniper Crossover Fund, L.L.C., affiliates of the Reporting Person. The Reporting Person disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.

2. This option is exercisable in two equal installments on July 11, 2007 and July 11, 2008.

3. The amount shown represents (i) options to purchase 11,822 shares of common stock, held directly by Caduceus Private Investments II LP, (ii) option to purchase 4,426 shares of common stock, held directly by Caduceus Private Investments II (QP), LP and (iii) option to purchase 1,465 shares of common stock, held directly by UBS Juniper Crossover Fund, LLC.

4. The options were granted to Samuel Wertheimer, a director of the Issuer. Mr. Wertheimer is a principal of the Reporting Person. Mr. Wertheimer is obligated to transfer any shares issued under the options to the Reporting Person.

5. The option is exercisable in two equal installments on December 1, 2007 and December 1, 2008.

6. The amount shown represents (i) options to purchase 1,736 shares of common stock, held directly by Caduceus Private Investments II LP, (ii) option to purchase 650 shares of common stock, held directly by Caduceus Private Investments II (QP), LP and (iii) option to purchase 215 shares of common stock, held directly by UBS Juniper Crossover Fund, LLC.

7. The amount shown represents (i) options to purchase 16,685 shares of common stock, held directly by Caduceus Private Investments II LP, (ii) option to purchase 6,247 shares of common stock, held directly by Caduceus Private Investments II (QP), LP and (iii) option to purchase 2,068 shares of common stock, held directly by UBS Juniper Crossover Fund, LLC.

8. The Series B Preferred Stock has no expiration date. It is immediately convertible and will automatically convert into Common Stock of the Issuer upon the close of the Issuer's initial public offering.

9. The amount shown represents (i) 840,081 shares of Series B Convertible Preferred Stock held directly by Caduceus Private Investments II LP, (ii) 314,543 shares of our Series B Convertible Preferred Stock held directly by Caduceus Private Investments II (QP), LP, and (iii) 104,132 shares of Series B Convertible Preferred Stock held directly by UBS Juniper Crossover Fund, L.L.C., affiliates of the Reporting Person. The Reporting Person disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.

	/s/ Sam Wertheimer	05/10/2007
	** 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).
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