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)
C/O THE SPROUT GROUP
ELEVEN MADISON AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 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 note (1)
3. Date of Earliest Transaction (Month/Day/Year)
12/03/2003
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 12/03/2003 J(7) 1,000,000 D (7) 5,759,875 I See Footnote(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12)(13)
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
Explanation of Responses:
2. This Form 4 is being filed by Credit Suisse First Boston (the "Bank"), a Swiss bank, on behalf of itself and its subsidiaries, to the extent that they constitute the Credit Suisse First Boston business unit (the "CSFB business unit") excluding Asset Management (as defined below) (the "Reporting Person"). The CSFB business unit is also comprised of an asset management business principally conducted under the brand name Credit Suisse Asset Management ("Asset Management"). The Reporting Person provides financial advisory and capital raising services, sales and trading for users and suppliers of capital around the world and invests in and manages private equity and venture capital funds.
3. Asset Management provides asset management and investment advisory services to institutional, mutual fund and private investors worldwide. The address of the Bank's principal business and office is Uetlibergstrasse 231, P.O. Box 900, CH 8070 Zurich, Switzerland. The address of the Reporting Person's principal business and office in the United States is Eleven Madison Avenue, New York, New York 10010.
4. CSG, for purposes of the federal securities laws, may be deemed ultimately to control the Bank and the Reporting Person. CSG, its executive officers and directors, and its direct and indirect subsidiaries (including Asset Management and the Credit Suisse Financial Services business unit) may beneficially own shares of Common Stock to which this Statement relates and such shares are not reported in this Statement. CSG disclaims beneficial ownership of Common Stock beneficially owned by its direct and indirect subsidiaries, including the Reporting Person. The Reporting Person disclaims beneficial ownership of Common Stock beneficially owned by CSG, Asset Management and the Credit Suisse Financial Services business unit.
5. CSG, for purposes of the federal securities laws, may be deemed ultimately to control the Bank and the Reporting Person. CSG, its executive officers and directors, and its direct and indirect subsidiaries (including Asset Management and the Credit Suisse Financial Services business unit) may beneficially own shares of Common Stock to which this Statement relates and such shares are not reported in this Statement. CSG disclaims beneficial ownership of Common Stock beneficially owned by its direct and indirect subsidiaries, including the Reporting Person. The Reporting Person disclaims beneficial ownership of Common Stock beneficially owned by CSG, Asset Management and the Credit Suisse Financial Services business unit.
6. Philippe O. Chambon disclaims beneficial ownership of Common Stock beneficially owned by CSG and CSG's direct and indirect subsidiaries, including the Reporting Person, other than those shares of Common Stock (the "Sprout Capital VIII Shares") reported as held directly by Sprout Capital VIII, of which Mr. Chambon is a general partner. The Reporting Person also disclaims beneficial ownership of Common Stock beneficially owned by Mr. Chambon, other than the Sprout Capital VIII Shares. Other than the Sprout Capital VIII Shares, the Reporting Person disclaims beneficial ownership of all shares of Common Stock reported herein, except to the extent of its pecuniary interest in such shares.
7. Distributed to the partners of Sprout Capital VIII, L.P. ("Sprout Capital VIII"), a Delaware limited partnership, by Wells Fargo Bank Indiana, N.A., as trustee, in a voting trust, of which Sprout Capital VIII is beneficiary
8. Includes 3,902,094 shares held by Wells Fargo Bank Indiana, N.A., as trustee, in a voting trust, of which Sprout Capital VIII, DLJ ESC II, L.P. ("ESC II"), Sprout Venture Capital, L.P. ("Sprout VC") and DLJ Capital Corporation ("DLJCC") are beneficiaries, as well as 1,857,781 shares held by Sprout Capital VIII.
9. DLJ LBO Plans Management Corporation ("DLJLBO"), a Delaware corporation, is the managing general partner of ESC II.
10. DLJCC is the managing general partner of each of Sprout Capital VIII and Sprout VC.
11. 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.
12. DLJLBO is a wholly-owned subsidiary of Credit Suisse First Boston Private Equity, Inc. ("CSFBPE"), a Delware corporation.
13. CSFBPE is a wholly-owned subsidary of CSFB-USA.
Remarks:
(1) Philippe O. Chambon, a general partner of Sprout Capital VIII, L.P., a Delaware limited partnership, is a director of the Issuer. See also (2), (3), (4), (5), (7), (9), (10).
/s/ Ivy B. Dodes 12/05/2003
** 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).
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