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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* VENROCK ASSOCIATES (Last) (First) (Middle) 530 FIFTH AVENUE 22ND FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/21/2009	3. Issuer Name and Ticker or Trading Symbol PHARMOS CORP [ PARS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 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) Form filed by One Reporting Person X 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	9,294,067	I	By Funds(1)(3)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrants (right to buy)	04/21/2009(4)	04/21/2014	Common Stock	4,000,000	$0.12	I	By Funds(2)(3)

1. Name and Address of Reporting Person* VENROCK ASSOCIATES (Last) (First) (Middle) 530 FIFTH AVENUE 22ND FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VENROCK ASSOCIATES III LP (Last) (First) (Middle) 530 FIFTH AVENUE 22ND FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VENROCK ENTERPRENEURS FUND LP (Last) (First) (Middle) 530 FIFTH AVENUE 22ND FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VENROCK MANAGEMENT LLC (Last) (First) (Middle) 530 FIFTH AVENUE 22ND FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VENROCK MANAGEMENT III LLC (Last) (First) (Middle) 530 FIFTH AVENUE 22ND FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Represents an aggregate of 1,672,931 shares of common stock held directly by Venrock Associates ("VA"), an aggregate of 7,435,256 shares of common stock held directly by Venrock Associates III, L.P. ("VAIII"), and an aggregate of 185,880 shares of common stock held directly by Venrock Entrepreneurs Fund III, L.P. ("VEFIII").

2. Represents a warrant to purchase an aggregate of 720,000 shares of common stock held directly by VA, a warrant to purchase an aggregate of 3,200,000 shares of common stock held directly by VAIII, and a warrant to purchase an aggregate of 80,000 shares of common stock held directly by VEFIII.

3. Venrock Management III, LLC ("VMIII") is the general partner of VAIII. Venrock Management, LLC ("VM") is the general partner of VEFIII. VM and VM III disclaim beneficial ownership of these securities except to the extent of their pro-rata pecuniary interest. Anthony B. Evnin, a member of the Board of Directors of the Issuer, is a General Partner of VA and a Member of each of VMIII and VM. Mr. Evnin disclaims beneficial ownership of these securities except to the extent of his pro-rata pecuniary interest.

4. The warrants are not fully exercisable until the Issuer's Board of Directors and stockholders authorize additional common stock in an amount sufficient to honor the exercise of the warrants.

Remarks:

	Anthony B. Evnin, as General Partner or Member	04/23/2009
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.