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*
Kauffman Michael G

(Last) (First) (Middle)
C/O EPIX PHARMACEUTICALS, INC.
4 MAGUIRE ROAD

(Street)
LEXINGTON MA 02421

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EPIX Pharmaceuticals, Inc. [ EPIX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/23/2008
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)
Code V Amount (A) or (D) Price
Common Stock 01/23/2008 J(1) V 60,025 D $0.00 169,127 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $7.2 01/23/2008 J(1) V 8,438 (2) 08/18/2016 Common Stock 8,438 $0.00 141,562 D
Stock Option (Right to Buy) $6.5 01/23/2008 J(1) V 1,106 (3) 02/05/2017 Common Stock 1,106 $0.00 54,207 D
Stock Option (Right to Buy) $0.98 01/23/2008 J(1) V 25,438 (4) 09/23/2014 Common Stock 25,438 $0.00 59,356 D
Stock Option (Right to Buy) $2.18 01/23/2008 J(1) V 5,946 (4) 08/11/2013 Common Stock 5,946 $0.00 13,874 D
Stock Option (Right to Buy) $2.18 01/23/2008 J(1) V 3,363 (4) 08/11/2013 Common Stock 3,363 $0.00 11,583 D
Stock Option (Right to Buy) $2.18 01/23/2008 J(1) V 2,583 (5) 01/29/2014 Common Stock 2,583 $0.00 8,897 D
Stock Option (Right to Buy) $2.18 01/23/2008 J(1) V 1,033 (6) 04/29/2014 Common Stock 1,033 $0.00 3,559 D
Stock Option (Right to Buy) $0.98 01/23/2008 J(1) V 15,213 (7) 01/18/2015 Common Stock 15,213 $0.00 122,880 D
Stock Option (Right to Buy) $0.98 01/23/2008 J(1) V 21,487 (4) 01/18/2015 Common Stock 21,487 $0.00 50,135 D
Stock Option (Right to Buy) $1.74 01/23/2008 J(1) V 2,158 (8) 04/28/2015 Common Stock 2,158 $0.00 42,442 D
Stock Option (Right to Buy) $1.74 01/23/2008 J(1) V 7,337 (4) 04/28/2015 Common Stock 7,337 $0.00 17,120 D
Explanation of Responses:
1. Pursuant to a divorce decree, the reporting person transferred to his ex-wife 60,025 shares of EPIX common stock and vested employee stock options to purchase 94,102 shares of EPIX common stock. The reporting person no longer reports as beneficially owned any securities owned by his ex-wife.
2. Option becomes exercisable in 16 equal quarterly installments, with the first quarterly vesting occurring on November 18, 2006, and with 6.25% of the option becoming exercisable on the first day of each subsequent three month period thereafter until fully exercisable.
3. The option vests over a 3.75-year period at a rate of 6.667% per quarter, with the first quarterly vesting occurring on May 5, 2007.
4. The option is fully vested.
5. The option vests over a four year period at a rate of 25% on January 29, 2005, and the balance vesting in equal annual installments over the remaining three years.
6. The option becomes exercisable in 16 equal quarterly installments at a rate of 6.25% per quarter, with the first quarterly vesting occurring on July 29, 2004.
7. The option began vesting as to 1/11th of 2,557 of the shares each month beginning on February 18, 2005, approximately 1/12th of 26,308 of the shares each month beginning on January 18, 2006 and approximately 1/25th of 109,228 of the shares will vest each month starting on January 18, 2007.
8. The option vests as to 1/31th of the shares each month beginning on January 1, 2007.
Remarks:
/s/ Kimberlee C. Drapkin, Attorney-in-Fact 01/24/2008
** 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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