X0202 3 2006-02-23 0 0001043382 SOLUTIA INC SOLUQ.OB 0000900529 ARDSLEY ADVISORY PARTNERS 262 HARBOR DRIVE, 4TH FLOOR STAMFORD CT 06902 0 0 1 0 Common Stock, $0.01 par value ("Common Stock") 12200000 I See Footnotes The shares of Common Stock to which this note relates are held directly by Ardsley Offshore Fund Ltd., a British Virgin Islands corporation ("Ardsley Offshore"), as to 4,806,200 shares; Ardsley Partners Fund II, L.P., a Delaware limited partnership ("AP II"), as to 3,569,300 shares; Ardsley Partners Institutional Fund, L.P., a Delaware limited partnership, ("Ardsley Institutional"), as to 2,114,500 shares; and Philip J. Hempleman, the managing partner of Ardsley Advisory Partners and the general partner of Ardsley Partners I as to 1,500,000 shares that he controls as trustee of certain family trusts. Ardsley Advisory Partners, a New York general partnership ("Ardsley") serves as investment manager to, and has investment discretion over the securities held by Ardsley Offshore, and as investment advisor to AP II, Ardsley Institutional, and certain managed accounts. Ardsley Partners I serves as the general partner of AP II, and Ardsley Institutional. Ardsley Partners I, a New York general partnership ("Ardsley Partners") also serves as the general partner of Ardsley Advisory Partners. Philip J. Hempleman, Ardsley Advisory Partners and Ardsley Partners I each disclaim any beneficial ownership of any of the Issuer's securities to which this Form 3 relates for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except as to such securities in which each such person may be deemed to have an indirect pecuniary interest pursuant to Rule 16a-1(a)(2). * Evidence of Power of Attorney was submitted with the Schedule 13G filed on February 14, 2006 and incorporated by reference into this filing. ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). ARDSLEY PARTNERS FUND II, L.P., BY: ARDSLEY PARTNERS I, GENERAL PARTNER, By: /s/ Steve Napoli*, General Partner 2006-03-29 ARDSLEY PARTNERS INSTITUTIONAL FUND, L.P., BY: ARDSLEY PARTNERS I, GENERAL PARTNER, BY: /s/ Steve Napoli*, Steve Napoli, General Partner 2006-03-29 ARDSLEY OFFSHORE FUND LTD., BY: /s/ Neil Glass, Neil Glass, Vice-President and Administrative Manager 2006-03-29 ARDSLEY ADVISORY PARTNERS, BY: ARDSLEY PARTNERS I, GENERAL PARTNER, BY: /s/ Steve Napoli*, Steve Napoli, General Partner 2006-03-29 ARDSLEY PARTNERS I, BY: PHILIP J. HEMPLEMAN, GENERAL PARTNER, BY: /s/ Steve Napoli*, Steve Napoli, General Partner 2006-03-29 PHILIP J. HEMPLEMAN, INDIVIDUALLY, BY: /s/ Steve Napoli*, Steve Napoli, As attorney in fact for Philip J. Hempleman 2006-03-29