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^*

HEN STEWART

(Last)

(First)

(Middle)

C/O WARBURG PINCUS LLC

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEUROGEN CORP [ NRGN ]

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)
12/23/2009

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, par value $0.025 per share⁽¹⁾	12/23/2009		J⁽¹⁾⁽²⁾		13,571,411	D	⁽²⁾	0	I⁽¹⁾	See footnote⁽¹⁾

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 to Purchase Common Stock⁽¹⁾⁽³⁾	⁽³⁾							⁽³⁾	⁽³⁾	Common Stock	2,499,911⁽³⁾		1	I⁽¹⁾⁽³⁾	See footnotes⁽¹⁾⁽³⁾
Stock Option (right to buy Common Stock)	⁽⁴⁾	12/23/2009		D			90,042	⁽⁴⁾	⁽⁴⁾	Common Stock	90,042	⁽⁴⁾	0	D

Explanation of Responses:

1. See Exhibit 99 - Explanation of Responses.

2. See Exhibit 99 - Explanation of Responses.

3. See Exhibit 99 - Explanation of Responses.

4. See Exhibit 99 - Explanation of Responses.

Remarks:

Exhibit List: (1) Exhibit 99 - Explanation of Responses On December 23, 2009, Neon Signal, LLC, a Delaware limited liability company ("Merger Sub") and a wholly owned subsidiary of Ligand Pharmaceuticals Incorporated, a Delaware corporation ("Ligand"), was merged (the "Merger") with and into Neurogen Corporation, a Delaware corporation ("Neurogen"), pursuant to an Agreement and Plan of Merger, dated as of August 23, 2009 (the "Merger Agreement"), by and among Merger Sub, Ligand and Neurogen. In connection with the Merger, the shares of the common stock of Neurogen, par value $0.025 per share (the "Common Stock"), owned by Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership, were cancelled in exchange for the merger consideration provided in the Merger Agreement, and the options to purchase 90,042 shares of Common Stock owned by Stewart Hen, the reporting person and a former director of Neurogen, were cancelled without any payment by Neurogen. Mr. Hen ceased to be a director of Neurogen in connection with the Merger.

	/s/ Stewart Hen	12/23/2009
	** 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.