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^*

LITTLECHILD JOHN W

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NITROMED INC [ NTMD ]

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)
04/24/2009

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	04/24/2009		D		3,239,598	D	$0.8585⁽¹⁾	0	I⁽²⁾	By Partnership
Common Stock	04/24/2009		D		66,762	D	$0.8585⁽¹⁾	0	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)
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)
Stock Option (Right to Buy)	$1.3	04/24/2009		D			3,125	⁽³⁾	⁽³⁾	Common Stock	3,125	$0.00	0	D
Stock Option (Right to Buy)	$2	04/24/2009		D			2,500	⁽³⁾	⁽³⁾	Common Stock	2,500	$0.00	0	D
Stock Option (Right to Buy)	$2	04/24/2009		D			3,750	⁽³⁾	⁽³⁾	Common Stock	3,750	$0.00	0	D
Stock Option (Right to Buy)	$6.95	04/24/2009		D			10,000	⁽³⁾	⁽³⁾	Common Stock	10,000	$0.00	0	D
Stock Option (Right to Buy)	$14.99	04/24/2009		D			15,000	⁽³⁾	⁽³⁾	Common Stock	15,000	$0.00	0	D
Stock Option (Right to Buy)	$4.12	04/24/2009		D			15,000	⁽³⁾	⁽³⁾	Common Stock	15,000	$0.00	0	D
Stock Option (Right to Buy)	$2.67	04/24/2009		D			15,000	⁽³⁾	⁽³⁾	Common Stock	15,000	$0.00	0	D
Stock Option (Right to Buy)	$1.14	04/24/2009		D			15,000	⁽³⁾	⁽³⁾	Common Stock	15,000	$0.00	0	D

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger dated January 27, 2009 among Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P., Deerfield Special Situations Fund, L.P., Deerfield Special Situations Fund International Limited, NTMD Parent Acquisition Corp., NTMD Acquisition Corp. and the Issuer (the "Merger"), each issued and outstanding share of common stock was automatically canceled and converted into the right to receive a per share amount equal to $0.8585 in cash.

2. 1,240,788 of these shares were directly owned by HealthCare Ventures V, L.P. ("HCVV") and 1,998,810 of these shares were directly owned by HealthCare Ventures VI, L.P. ("HCVVI"). The Reporting Person is a general partner of each of HealthCare Partners V, L.P. and HealthCare Partners, VI, L.P., the General Partners of each of HCVV and HCVVI, respectively. The Reporting Person disclaims beneficial ownership of those shares owned by each of HCVV and HCVVI except to the extent of his pecuniary interest therein.

3. This option was canceled in the Merger because its exercise price was greater than the merger consideration of $0.8585 per share.

Remarks:

	/s/Jeffrey Steinberg, Attorney-in-Fact	04/28/2009
	** 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).
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