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

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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^*

CREDIT SUISSE FIRST BOSTON/

(Last)

(First)

(Middle)

(ON BEHALF OF THE CSFB BUSINESS UNIT)

ELEVEN MADISON AVENUE

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NUVELO INC [ NUVO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2004

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	07/30/2004		C		18,218	A	$4.98	188,667	I⁽¹⁾	See footnote(s)⁽⁵⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Common Stock	07/30/2004		C		209,364	A	$4.98	1,215,554	I⁽²⁾	See footnote(s)⁽⁶⁾⁽⁷⁾⁽¹⁰⁾⁽¹¹⁾
Common Stock	07/30/2004		C		12,562	A	$4.98	130,088	I⁽³⁾	See footnote(s)⁽⁶⁾⁽⁷⁾⁽¹⁰⁾⁽¹¹⁾
Common Stock	07/30/2004		C		698	A	$4.98	7,230	I⁽⁴⁾	See footnote(s)⁽⁷⁾⁽¹⁰⁾⁽¹¹⁾

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)
Warrants	$4.98	07/30/2004		C			18,218⁽¹⁾	⁽¹²⁾	07/30/2004	Common Stock	18,218	⁽¹³⁾	0	I	See footnote⁽⁵⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Warrants	$4.98	07/30/2004		C			209,364⁽²⁾	⁽¹²⁾	07/30/2004	Common Stock	209,364	⁽¹³⁾	0	I	See footnote⁽⁶⁾⁽⁷⁾⁽¹⁰⁾⁽¹¹⁾
Warrants	$4.98	07/30/2004		C			12,562⁽³⁾	⁽¹²⁾	07/30/2004	Common Stock	12,562	⁽¹³⁾	0	I	See footnote⁽⁶⁾⁽⁷⁾⁽¹⁰⁾⁽¹¹⁾
Warrants	$4.98	07/30/2004		C			698⁽⁴⁾	⁽¹²⁾	07/30/2004	Common Stock	698	⁽¹³⁾	0	I	See footnote⁽⁷⁾⁽¹⁰⁾⁽¹¹⁾

Explanation of Responses:

1. Held by Wells Fargo Bank Indiana, N.A., as trustee, in a voting trust, of which DLJ ESC II, L.P. ("ESC II"), a Delaware limited partnership, is beneficiary.

2. Held by Wells Fargo Bank Indiana, N.A., as trustee, in a voting trust, of which Sprout Capital VIII is beneficiary.

3. Held by Wells Fargo Bank Indiana, N.A., as trustee, in a voting trust, of which Sprout Venture Capital, L.P. ("Sprout VC"), a Delaware limited partnership, is beneficiary.

4. Held by Wells Fargo Bank Indiana, N.A., as trustee, in a voting trust, of which DLJCC is beneficiary.

5. DLJ LBO Plans Management Corporation ("DLJLBO"), a Delaware corporation, is the general partner of ESC II.

6. DLJCC is the general partner of each of Sprout Capital VIII and Sprout VC.

7. DLJCC is a wholly-owned subsidiary of Credit Suisse First Boston (USA), Inc. ("CSFB-USA"), a Delaware corporation formerly known as Donaldson, Lufkin & Jenrette, Inc.

8. DLJLBO is a wholly-owned subsidiary of Credit Suisse First Boston Private Equity, Inc. ("CSFBPE"), a Delaware corporation.

9. CSFBPE is a wholly-owned subsidiary of CSFB-USA.

10. Credit Suisse First Boston, Inc. ("CSFBI"), a Delaware corporation, owns all of the voting stock of CSFB-USA.

11. See Exhibit 99-1.

12. Immediately.

13. Not applicable.

Remarks:

For an explanation of (11), please See Attachment A attached hereto as Exhibit 99.1. On February 23, 2004, the Company implemented a one-for-three reverse stock split and reduced the number of outstanding shares of common stock accordingly. On the effective date of February 23, 2004, each holder of record was deemed to hold one share of common stock for every three shares held immediately prior to the effective date. Share amounts reported in this Form 4 reflect this stock split. Philippe O. Chambon, a limited partner of the general partner of Sprout Capital VIII, L.P. ("Sprout Capital VIII"), a Delaware limited partnership, and a managing director of DLJ Capital Corporation ("DLJCC"), a Delaware corporation, is a director of the Issuer.

	/s/ Ivy Dodes, Managing Director	09/01/2004
	** Signature of Reporting Person	Date
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