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*
Moorin Jay

(Last) (First) (Middle)
C/O PROQUEST INVESTMENTS
90 NASSAU STREET, 5TH FLOOR

(Street)
PRINCETON NJ 08542-4520

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NOVADEL PHARMA INC [ NVDL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 03/31/2010 P 4,848,485 A $0.165(8) 34,353,138 I See(1)
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
Warrants to Purchase Common Stock $0.1888 11/25/2005 05/26/2010 Common Stock 1,394,871 1,394,871 I See(2)
Warrants to Purchase Common Stock $0.1888 10/12/2006 04/12/2011 Common Stock 206,899 206,899 I See(3)
Warrants to Purchase Common Stock $0.1888 12/27/2006 12/27/2011 Common Stock 384,766 384,766 I See(4)
Warrants to Purchase Common Stock $0.1888 12/01/2008 05/30/2013 Common Stock 3,000,000 3,000,000 I See footnote(5)
Warrants to Purchase Common Stock $0.1888 04/17/2009 10/17/2013 Common Stock 6,446,809 6,446,809 I See footnote(6)
Series A Warrants to Purchase Common Stock $0.25 03/31/2010 P 2,424,243 03/31/2010 03/31/2015 Common Stock 2,424,243 $0(8) 2,424,243 I See footnote(7)
Series B Warrants to Purchase Common Stock $0.25 03/31/2010 P 1,616,162 03/31/2010 09/30/2010 Common Stock 1,616,162 $0(8) 1,616,162 I See footnote(7)
1. Name and Address of Reporting Person*
Moorin Jay

(Last) (First) (Middle)
C/O PROQUEST INVESTMENTS
90 NASSAU STREET, 5TH FLOOR

(Street)
PRINCETON NJ 08542-4520

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SCHREIBER ALAIN

(Last) (First) (Middle)
C/O PROQUEST INVESTMENTS
90 NASSAU STREET, 5TH FLOOR

(Street)
PRINCETON NJ 08542-4520

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ProQuest Investments III, L.P.

(Last) (First) (Middle)
90 NASSAU STREET, 5TH FLOOR

(Street)
PRINCETON NJ 08542-4520

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ProQuest Associates III LLC

(Last) (First) (Middle)
90 NASSAU STREET, 5TH FLOOR

(Street)
PRINCETON NJ 08542-4520

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PROQUEST INVESTMENTS II LP

(Last) (First) (Middle)
90 NASSAU STREET, 5TH FLOOR

(Street)
PRINCETON NJ 08542-4520

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PROQUEST INVESTMENTS II ADVISORS FUND LP

(Last) (First) (Middle)
90 NASSAU STREET, 5TH FLOOR

(Street)
PRINCETON NJ 08542-4520

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PROQUEST ASSOCIATES II LLC

(Last) (First) (Middle)
90 NASSAU STREET, 5TH FLOOR

(Street)
PRINCETON NJ 08542-4520

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Of such total shares: 23,417,138 are owned by ProQuest Investments III, L.P. ("Investments III"), of which ProQuest Associates III LLC ("Associates III") is the general partner; 9,530,152 are owned by ProQuest Investments II, L.P. ("Investments II"), of which ProQuest Associates II LLC ("Associates II") is the general partner; and 143,101 are owned by ProQuest Investments II Advisors Fund, L.P. ("Advisors"), of which Associates II is the general partner. Jay Moorin and Alain Schreiber are managing members of Associates III and Associates II. All of such new shares were acquired by Associates II. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities.
2. Of such warrants: 1,107,078 are owned by Investments III; 281,030 are owned by Investments II; and 6,763 are owned by Advisors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities.
3. Of such warrants: 164,210 are owned by Investments III; 41,684 are owned by Investments II; and 1,005 are owned by Advisors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities.
4. Of such warrants: 305,380 are owned by Investments III; 77,520 are owned by Investments II; and 1,866 are owned by Advisors. Each of the reporting persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities.
5. Of such warrants: 2,381,030 are owned by Investments III; 604,419 are owned by Investments II; and 14,551 are owned by Advisors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities.
6. Of such warrants: 5,116,683 are owned by Investments III; 1,298,858 are owned by Investments II; and 31,268 are owned by Advisors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities.
7. Such warrants are owned by Investments II. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities.
8. On March 31, 2010, Investments II acquired 4,848,485 shares of Common Stock, Series A Warrants to purchase 2,424,243 shares of Common Stock and Series B Warrants to purchase 1,616,162 shares of Common Stock, all for an aggregate price of $800,000.03.
Remarks:
Pasquale DeAngelis, as Attorney-in-Fact 04/01/2010
** 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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