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 Expires: December 31, 2014 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* PANEM SANDRA PHD (Last) (First) (Middle) (Street) (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MARTEK BIOSCIENCES CORP [ MATK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/27/2001
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/27/2001		P		377,953(2)	A	15.875(1)	377,953	I	Cross Atlantic(2)(3)
Common Stock	06/20/2003		X(4)		7,874	A	19.05	259,826	I	Cross Atlantic(5)
Common Stock	06/20/2003		J(4)		7,874	D	0(4)	251,952	I	Cross Atlantic(5)
Common Stock	06/20/2003		J(4)		20	A	0(4)	7,631	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrants (right to buy)	19.05	02/27/2001		P		94,489		02/27/2001	03/02/2006	Common Stock	94,489	$0(1)	94,489(5)	I	Cross Atlantic(5)
Common Stock Warrants (right to buy)	19.05	06/20/2003		X			7,874	02/27/2001	03/02/2006	Common Stock	7,874	$0(1)	86,615(5)	I	Cross Atlantic(5)

Explanation of Responses:

1. The purchase price of $15.8750 is the price per unit consisting of one share of common stock and the right to purchase one quarter (1/4) of a share of Martek common stock.

2. Upon the closing of the February 27, 2001 private placement, the Cross Atlantic entities acquired an aggregate of 377,953 shares of Martek common stock and warrants to purchase 94,489 shares of Martek common stock. The Cross Atlantic entities are each managed by Cross Atlantic Partners Inc. and CAP Advisors Services, LLC. Dr. Panem is an officer in Cross Atlantic Partners Inc. and a member of Cap Advisors Services, LLC. Dr. Panem disclaims beneficial ownership of the Martek common stock and warrants held by the Cross Atlantic entities except to the extent of her pecuniary interest therein.

3. On April 1, 2002, the Cross Atlantic entities did a pro rata distribution for which no consideration was received to its general and limited partners. The total amount of the distribution was 33,634 with Dr. Panem receiving 594 shares in the distribution. On May 16, 2003, the Cross Atlantic entities did a pro rata distribution for which no consideration was received to its general and limited partners. The total shares distributed was 92,367 with Dr. Panem receiving 1,419 shares in the distribution.

4. On June 20, 2003, Cross Atlantic Partners I, K/S exercised a warrant to purchase 7,874 shares of Martek common stock. Following the exercise of the warrant, Cross Atlantic Partners I, K/S did a pro rata distribution for which no consideration was received to its general and limited partners.

5. The share number in column 5 represents the aggregate holdings of the Cross Atlantic entities, which comprise of Cross Atlantic Partners I, K/S (Cross Atlantic I), Cross Atlantic Partners II, K/S (Cross Atlantic II), Cross Atlantic Partners III, K/S (Cross Atlantic III), Cross Atlantic Partners IV, K/S (Cross Atlantic IV). As previously stated, Dr. Panem disclaims beneficial ownership of the Martek common stock and warrants convertible into Martek common stock held by these entities except to the extent of her pecuniary interest therein. After the transaction described herein, Cross Atlantic I owns no shares of Martek common stock or warrants; Cross Atlantic II owns 36,647 shares of Martek common stock and 12,599 warrants; Cross Atlantic III owns 123,687 shares of Martek common stock and 42,520 warrants; Cross Atlantic IV owns 91,618 shares of Martek common stock and 31,496 warrants.

	/s/George P. Barker George P. Barker, by Power of Atty.	07/21/2003
	** Signature of Reporting Person	Date
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