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*
Gordon Eric M

(Last) (First) (Middle)
C/O TARGANTA THERAPEUTICS CORP.
222 THIRD STREET

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Targanta Therapeutics Corp. [ TARG ]
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)
02/25/2009
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)
Code V Amount (A) or (D) Price
Common Stock 02/25/2009 U 12,599 D (1) 0 I See footnote.(2)
Common Stock 02/25/2009 U 505,998 D (1) 0 I See footnote.(3)
Common Stock 02/25/2009 U 1,699,311 D (1) 0 I See footnote.(4)
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
Explanation of Responses:
1. The shares were tendered in a tender offer by Boxford Subsidiary Corporation for consideration of (1) $2.00 per common share in cash, plus (2) the contractual right to receive up to an additional $4.55 per common share in contingent cash payments if specified regulatory and commercial milestones are achieved within agreed upon time periods.
2. Shares held by Skyline Venture Partners III, L.P., whose General Partner is Skyline Venture Management III, LLC. John Freund and Yasunori Kaneko, as Managing Directors of Skyline Venture Management III, LLC, may be deemed to share voting and dispositive power with respect to all common stock and warrants to purchase common stock held by Skyline affiliated entities. In addition, Eric Gordon is a partner at Skyline ventures, and as such has influence in the voting and investment power of these shares, although he has no direct power. Each of Drs. Freund, Kaneko and Gordon disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any.
3. Shares held by Skyline Venture Partners Qualified Purchaser Fund III, L.P., whose General Partner is Skyline Venture Management III, LLC. John Freund and Yasunori Kaneko, as Managing Directors of Skyline Venture Management III, LLC, may be deemed to share voting and dispositive power with respect to all common stock and warrants to purchase common stock held by Skyline affiliated entities. In addition, Eric Gordon is a partner at Skyline ventures, and as such has influence in the voting and investment power of these shares, although he has no direct power. Each of Drs. Freund, Kaneko and Gordon disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any.
4. Shares held by Skyline Venture Partners Qualified Purchaser Fund IV, L.P., whose General Partner is Skyline Venture Management IV, LLC. John Freund and Yasunori Kaneko, as Managing Directors of Skyline Venture Management IV, LLC, may be deemed to share voting and dispositive power with respect to all common stock and warrants to purchase common stock held by Skyline affiliated entities. In addition, Eric Gordon is a partner at Skyline ventures, and as such has influence in the voting and investment power of these shares, although he has no direct power. Each of Drs. Freund, Kaneko and Gordon disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any.
/s/ Mark Leuchtenberger, by power of attorney 02/26/2009
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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