| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VALENTIS INC [ VLTS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/19/2006 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 Shares, par value $0.001 per share | 04/19/2006 | S | 10,000(1) | A | $3.5146 | 475,548(1)(3)(4) | I(1)(3)(4) | By corporation and limited partnership(1)(3)(4) | ||
| Common Shares, par value $0.001 per share | 1,168,806(2)(3)(4) | I(2)(3)(4) | By corporation, limited partnership and limited liability company(2)(3)(4) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On April 19, 2006, Xmark Fund, L.P., a Delaware limited Partnership ("Xmark LP"), sold 5,007 common shares, par value $0.001 per share (the "Common Shares"), of Valentis, Inc., a Delaware corporation (the "Company"). On April 19, 2006, Xmark Fund, Ltd., a Cayman Islands exempted company ("Xmark Ltd"), sold 4,993 Common Shares of the Company. Xmark Asset Management, LLC, a New York limited liability company ("XAM"), is the investment manager for each of Xmark LP and Xmark Ltd and, as such, possesses sole power to vote and direct the disposition of all securities of the Company held by Xmark LP and Xmark Ltd. XAM's interest in the securities reported herein is limited to its pecuniary interest in Xmark LP and Xmark Ltd, if any. |
| 2. As of April 19, 2006, Xmark Opportunity Fund, L.P., a Delaware limited partnership ("Opportunity LP"), held 333,733 Common Shares of the Company, Xmark Opportunity Fund, Ltd., a Cayman Islands exempted company ("Opportunity Ltd"), held 435,073 Common Shares of the Company and Xmark JV Investment Partners, LLC, a Delaware limited liability company ("JV Partners"), held 400,000 Common Shares of the Company. Xmark Opportunity Partners, LLC, a Delaware limited liability company ("Opportunity Partners"), is the sole member of the investment manager of Opportunity LP and Opportunity Ltd, and the investment manager of JV Partners and, as such, possesses sole power to vote and direct the disposition of all securities of the Company held by Opportunity LP, Opportunity Ltd and JV Partners. Opportunity Partners' interest in the securities reported herein is limited to the extent of its pecuniary interest in Opportunity LP, Opportunity Ltd and JV Partners, if any. |
| 3. Mitchell D. Kaye, the Chief Executive Officer of XAM, exercises sole voting and investment power with respect to all securities beneficially owned by XAM. Mr. Kaye and David C. Cavalier, the Chief Executive Officer and Chief Operating Officer, respectively, of Opportunity Partners, share voting and investment power with respect to all securities beneficially owned by Opportunity Partners. Thus, for the purposes of Reg. Section 240.13d-3, XAM and Opportunity Partners may be deemed to be beneficial owners of more than 10% of the Common Shares of the Company. XAM does not exercise any voting or investment power with respect to the Common Shares of the Company beneficially owned by Opportunity Partners, Opportunity Partners does not exercise any voting or investment power with respect to the Common Shares of the Company beneficially owned by XAM, and each of XAM and Opportunity Partners at all times acts independently of the other with respect to the securities of the Company. |
| 4. Opportunity Partners does not have any pecuniary interest in the Common Shares of the Company beneficially owned by XAM and XAM does not have any pecuniary interest in the Common Shares of the Company beneficially owned by Opportunity Partners. XAM disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in Xmark LP and Xmark Ltd, if any. Opportunity Partners disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in Opportunity LP, Opportunity Ltd and JV Partners, if any. The filing of this statement by any reporting person shall not be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities of the Company reported in Table I of this Form 4 (including securities beneficially owned by the other reporting person). |
| /s/ Mitchell D. Kaye, Chief Executive Officer of Xmark Asset Management, LLC | 04/21/2006 | |
| /s/ Mitchell D. Kaye, Chief Executive Officer of Xmark Opportunity Partners, LLC | 04/21/2006 | |
| ** 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. | ||