SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

EVNIN ANTHONY B

(Last)

(First)

(Middle)

C/O VENROCK

530 FIFTH AVENUE, 22ND FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PHARMOS CORP [ PARS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2009

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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	04/21/2009		P		7,715,190	A	⁽¹⁾⁽²⁾⁽³⁾	9,294,067	I	By Funds⁽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)
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)	Code	V	(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)
Common Stock Warrants (righ to buy)	$0.12	04/21/2009		P		4,000,000		04/21/2009	04/21/2014	Common Stock	4,000,000	⁽⁵⁾	4,000,000	I	By Funds⁽⁶⁾

Explanation of Responses:

1. On January 3, 2008, Venrock Associates ("VA"), Venrock Associates III, L.P. ("VAIII") and Venrock Entrepreneurs Fund III, L.P. ("VEFIII") acquired 10% Convertible Debentures (each, a "Debenture") in the aggregate principal amount of $1,000,000. The outstanding amount of the Debenture is convertible in whole or in part (in increments of at least $100,000 principal amount), on or after November 1, 2008 until the earlier of (i) November 1, 2009 and (ii) the date the Debenture is no longer outstanding, at the holder's election, into shares of the Issuer's common stock. However, the holder (together with its affiliates) may not acquire shares of common stock upon conversion of the Debenture to the extent that, upon conversion, the holder (together with its affiliates) would beneficially own in excess of 4.99% of the total number of shares of the common stock outstanding immediately after giving effect to such conversion.

2. On April 21, 2009, the Issuer and the holders of Debentures (i) amended the terms of the Debentures to provide that the number of shares of common stock into which the Debenture may be converted shall be determined by dividing the aggregate principal amount of the Debenture by the conversion price of $0.275 per share and any accrued and unpaid interest thereon by the conversion price of $0.34 per share and (ii) converted the Debentures into shares of the Issuer's common stock pursuant to their terms.

3. Represents (A) an aggregate of 720,000 Units purchased for $0.10 per Unit by VA, an aggregate of 3,200,000 Units purchased for $0.10 per Unit by VAIII, and an aggregate of 80,000 Units purchased for $0.10 per Unit by VEFIII. Each Unit consists of one share of the Issuer's common stock and one warrant to purchase one share of the Issuer's common stock and (B) an aggregate of 668,733 shares, 2,972,154 shares and 74,303 shares of the Issuer's common stock issued to VA, VAIII and VEFIII, respectively, pursuant to the conversion of the Debentures and interest thereon.

4. Represents an aggregate of 720,000 Units and 668,733 shares of the Issuer's common stock held of record by VA of which Anthony B. Evnin is a General Partner, an aggregate of 3,200,000 Units and 2,972,154 shares of the Issuer's common stock held of record by VAIII of which Mr. Evnin is a Member of its general partner, Venrock Management III, LLC, and an aggregate of 80,000 Units and 74,303 shares of the Issuer's common stock held of record by VEFIII of which Mr. Evnin is a Member of its general partner, VEF Management III, LLC. Mr. Evnin disclaims beneficial ownership of these securities except to the extent of his pro-rata pecuniary interest.

5. Represents an aggregate of 720,000 Units purchased for $0.10 per Unit by VA, an aggregate of 3,200,000 Units purchased for $0.10 per Unit by VAIII, and an aggregate of 80,000 Units purchased for $0.10 per Unit by VEFIII. Each Unit consists of one share of the Issuer's common stock and one warrant to purchase one share of the Issuer's common stock.

6. Represents an aggregate of 720,000 Units held of record by VA of which Mr. Evnin is a General Partner, an aggregate of 3,200,000 Units held of record by VAIII of which Mr. Evnin is a Member of its general partner, Venrock Management III, LLC, and an aggregate of 80,000 Units held of record by VEFIII of which Mr. Evnin is a Member of its general partner, VEF Management III, LLC. Mr. Evnin disclaims beneficial ownership of these securities except to the extent of his pro-rata pecuniary interest.

Remarks:

	/s/ Anthony B. Evnin	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 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.
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.