SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SCHMEDLIN KAREN

(Last)

(First)

(Middle)

C/O VION PHARMACEUTICALS, INC.

4 SCIENCE PARK

(Street)

NEW HAVEN

06511

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/08/2006

3. Issuer Name and Ticker or Trading Symbol
VION PHARMACEUTICALS INC [ VION ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP Finance and CAO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	92,288⁽⁶⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option to Purchase	⁽¹⁾	10/02/2010	Common Stock	10,000	$17.88	D
Option to Purchase	⁽²⁾	12/06/2011	Common Stock	20,000	$4.75	D
Option to Purchase	⁽³⁾	07/30/2012	Common Stock	17,533	$0.55	D
Option to Purchase	⁽⁴⁾	12/10/2013	Common Stock	8,900	$1.57	D
Option to Purchase	⁽⁵⁾	12/08/2014	Common Stock	25,000	$4.7	D

Explanation of Responses:

1. The option was originally granted on October 2, 2000 and is fully exercisable.

2. The option was originally granted on December 6, 2001 and is fully exercisable.

3. The option was originally granted on July 30, 2002 and is fully exercisable.

4. The option was originally granted on December 10, 2003 and is exercisable with respect to 25% of the shares subject thereto as of each December 10, 2004, December 10, 2005, December 10, 2006 and December 10, 2007.

5. The option was originally granted on December 10, 2003 and is exercisable with respect to 25% of the shares subject thereto as of each December 10, 2004, December 10, 2005, December 10, 2006 and December 10, 2007.

6. Includes 83,334 restricted shares of common stock under the Vion Pharmaceuticals, Inc. 2005 Stock Incentive Plan. Shares vest at the earliest of: (i) December 31, 2008; (ii) Change of Control; or (iii) approval of an NDA to market Cloretazine.

	/s/ Karen Schmedlin	03/17/2006
	** 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 5 (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.