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^*

KIRK RANDAL J

(Last)

(First)

(Middle)

THE GOVERNOR TYLER

1881 GROVE AVENUE

(Street)

RADFORD

24141

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CLINICAL DATA INC [ CLDA ]

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)
04/12/2011

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	04/12/2011		U		2,326,687	D	$30⁽¹⁾	0	D
Common Stock	04/12/2011		U		1,106,672	D	$30⁽¹⁾	0	I	by R.J. Kirk DOT⁽²⁾⁽³⁾
Common Stock	04/12/2011		U		146,900	D	$30⁽¹⁾	0	I	by JPK 2009⁽²⁾⁽³⁾
Common Stock	04/12/2011		U		146,900	D	$30⁽¹⁾	0	I	by MGK 2009⁽²⁾⁽³⁾
Common Stock	04/12/2011		U		23,600	D	$30⁽¹⁾	0	I	by ZSK 2009⁽²⁾⁽³⁾
Common Stock	04/12/2011		U		32,500	D	$30⁽¹⁾	0	I	by JPK 2008⁽²⁾⁽³⁾
Common Stock	04/12/2011		U		32,500	D	$30⁽¹⁾	0	I	by MGK 2008⁽²⁾⁽³⁾
Common Stock	04/12/2011		U		32,500	D	$30⁽¹⁾	0	I	ZSK 2008⁽²⁾⁽³⁾
Common Stock	04/12/2011		U		1,212	D	$30⁽¹⁾	0	I	by Lotus Capital⁽²⁾⁽³⁾
Common Stock	04/12/2011		U		1,626,722	D	$30⁽¹⁾	0	I	by Kirkfield⁽³⁾
Common Stock	04/12/2011		U		692,617	D	$30⁽¹⁾	0	I	by Staff01⁽³⁾
Common Stock	04/12/2011		U		24,240	D	$30⁽¹⁾	0	I	by Incentive08⁽³⁾
Common Stock	04/12/2011		U		48,478	D	$30⁽¹⁾	0	I	by Staff08⁽³⁾
Common Stock	04/12/2011		U		48,478	D	$30⁽¹⁾	0	I	by SenStaff08⁽³⁾
Common Stock	04/12/2011		U		1,049,877	D	$30⁽¹⁾	0	I	by NRM II⁽³⁾
Common Stock	04/12/2011		U		290,014	D	$30⁽¹⁾	0	I	by NRM III⁽³⁾
Common Stock	04/12/2011		U		3,380,985	D	$30⁽¹⁾	0	I	by NRM V⁽³⁾

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)
Warrant	$16.44	04/12/2011		U			212,089	03/26/2009	03/26/2014	Common Stock	212,089	$13.56⁽¹⁾	0	D
Warrant	$16.44	04/12/2011		U			110,385	03/26/2009	03/26/2014	Common Stock	110,385	$13.56⁽¹⁾	0	I	by R.J. Kirk DOT⁽²⁾
Warrant	$8.12	04/12/2011		U			619,825	08/25/2009	08/25/2014	Common Stock	619,825	$21.88⁽¹⁾	0	I	by R.J. Kirk DOT⁽²⁾
Warrant	$9.744	04/12/2011		U			619,825	08/25/2009	08/25/2014	Common Stock	619,825	$20.26⁽¹⁾	0	I	by R.J. Kirk DOT⁽²⁾
Covertible Debit	$8.1825	04/12/2011		U			2,479,412	02/25/2009	02/25/2017	Common Stock	2,479,412	$30⁽¹⁾	0	I	by R.J. Kirk DOT⁽²⁾
Warrant	$16.44	04/12/2011		U			7,300	03/26/2009	03/26/2014	Common Stock	7,300	$13.56⁽¹⁾	0	I	by JPK 2009⁽²⁾
Warrant	$8.12	04/12/2011		U			72,000	08/25/2009	08/25/2014	Common Stock	72,000	$21.88⁽¹⁾	0	I	by JPK 2009⁽²⁾
Warrant	$9.744	04/12/2011		U			72,000	08/25/2009	08/25/2014	Common Stock	72,000	$20.26⁽¹⁾	0	I	by JPK 2009⁽²⁾
Convertible Debt	$8.1825	04/12/2011		U			287,944	02/25/2009	02/25/2017	Common Stock	287,944	$30⁽¹⁾	0	I	by JPK 2009
Warrant	$16.44	04/12/2011		U			7,300	03/26/2009	03/26/2014	Common Stock	7,300	$13.56⁽¹⁾	0	I	by MGK 2009⁽²⁾
Warrant	$8.12	04/12/2011		U			72,000	08/25/2009	08/25/2014	Common Stock	72,000	$21.88⁽¹⁾	0	I	by MGK 2009⁽²⁾
Warrant	$9.744	04/12/2011		U			72,000	08/25/2009	08/25/2014	Common Stock	72,000	$20.26⁽¹⁾	0	I	by MGK 2009⁽²⁾
Convertible Debt	$8.1825	04/12/2011		U			287,944	02/25/2009	02/25/2017	Common Stock	287,944	$30⁽¹⁾	0	I	by MGK 2009⁽²⁾
Warrant	$16.44	04/12/2011		U			7,300	03/26/2009	03/26/2014	Common Stock	7,300	$13.56⁽¹⁾	0	I	by ZSK 2009⁽²⁾
Warrant	$16.44	04/12/2011		U			16,300	03/26/2009	03/26/2014	Common Stock	16,300	$13.56⁽¹⁾	0	I	by JPK 2008⁽²⁾
Warrant	$16.44	04/12/2011		U			16,300	03/26/2009	03/26/2014	Common Stock	16,300	$13.56⁽¹⁾	0	I	by MGK 2008⁽²⁾
Warrant	$16.44	04/12/2011		U			16,300	03/26/2009	03/26/2014	Common Stock	16,300	$13.56⁽¹⁾	0	I	by ZSK 2008⁽²⁾
Warrant	$16.44	04/12/2011		U			606	03/26/2009	03/26/2014	Common Stock	606	$13.56⁽¹⁾	0	I	by Lotus Capital⁽²⁾
Warrant	$16.44	04/12/2011		U			302,983	03/26/2009	03/26/2014	Common Stock	302,983	$13.56⁽¹⁾	0	I	by Kirkfield⁽²⁾
Warrant	$16.44	04/12/2011		U			12,120	03/26/2009	03/26/2014	Common Stock	12,120	$13.56⁽¹⁾	0	I	by Incentive08⁽³⁾
Warrant	$16.44	04/12/2011		U			24,239	03/26/2009	03/26/2014	Common Stock	24,239	$13.56⁽¹⁾	0	I	by Staff08⁽³⁾
Warrant	$16.44	04/12/2011		U			24,239	03/26/2009	03/29/2014	Common Stock	24,239	$13.56⁽¹⁾	0	I	by SenStaff08⁽³⁾
Warrant	$8.12	04/12/2011		U			763,825	08/25/2009	08/25/2014	Common Stock	763,825	$21.88⁽¹⁾	0	I	by NRM V⁽³⁾
Warrant	$9.744	04/12/2011		U			763,825	08/25/2009	08/25/2014	Common Stock	763,825	$20.26⁽¹⁾	0	I	by NRM V⁽³⁾
Convertible Debt	$8.1825	04/12/2011		U			3,055,300	02/25/2009	02/25/2017	Common Stock	3,055,300	$30⁽¹⁾	0	I	by NRM V⁽³⁾

Explanation of Responses:

1. In addition to the indicated cash consideration, each holder is entitled to a Contingent Value Right entitling the holder to additional payments of up to $6.00 per share, in the event that certain milestones are satisfied.

2. Randal J. Kirk (2000) Limited Partnership, RJK, L.L.C, and Zhong Mei, L.L.C. were liquidated effective as of November 30, 2009 and in connection therewith the assets, including CLDA shares held thereby, were distributed pro-rata to the beneficial owners of such entities or their designees. Such transactions constituted a change in form of beneficial ownership; Randal J. Kirk continues to control each of the resulting owners of the distributed CLDA shares: R.J. Kirk Declaration of Trust ("R.J. Kirk DOT"), JPK 2009, LLC ("JPK 2009"), MGK 2009, LLC ("MGK 2009"), ZSK 2009, LLC ("ZSK 2009"), JPK 2008, LLC ("JPK 2008"), MGK 2008, LLC ("MGK 2008"), ZSK 2008, LLC ("ZSK 2008"), and Lotus Capital (2000) Company, Inc. ("Lotus Capital").

3. Randal J. Kirk controls each of R.J. Kirk DOT, JPK 2009, MGK 2009, ZSK 2009, JPK 2008, MGK 2008, ZSK 2008, Lotus Capital, Kirkfield, L.L.C. ("Kirkfield"), Third Security Staff 2001 LLC ("Staff01"), Third Security Incentive 2008 LLC ("Incentive08"), Third Security Staff 2008 LLC ("Staff08"), Third Security Senior Staff 2008 LLC ("SenStaff08"), New River Management II, LP ("NRM II"), New River Management III, LP ("NRM III") and New River Management V, LP ("NRM V"). Shares held by these entities may be deemed to be indirectly beneficially owned (as defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by Mr. Kirk.

Remarks:

	/s/ Randal J. Kirk	04/12/2011
	** 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.