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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* PLACHETKA JOHN R (Last) (First) (Middle) C/O POZEN 1414 RALEIGH ROAD, SUITE 400 (Street) CHAPEL HILL NC 27517 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol POZEN INC /NC [ POZN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) President, CEO and Chairman
	3. Date of Earliest Transaction (Month/Day/Year) 01/03/2005
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/04/2005		M		200,000	A	$4.81(1)	298,135	D
Common Stock	01/04/2005		F		137,232	D	$7.01(1)	160,903	D
Common Stock								1,579,514	I	By Trust(2)
Common Stock								3,000	I	By daughter(3)
Common Stock								3,000	I	By daughter(3)
Common Stock								1,726,508	I	By Silver Hill Investments, LLC(4)
Common Stock								127,801	I	By Trust(5)
Common Stock								206,900	I	By Trust(6)

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
Stock Option (Right to Buy)	$7.06	01/03/2005		A		140,625		01/03/2006(7)	01/03/2015	Common Stock	140,625	$0	140,625	D
Stock Option (Right to Buy)	$4.81	01/04/2005		M			200,000	01/18/2002	01/18/2005	Common Stock	200,000	$0	0	D

Explanation of Responses:

1. The reporting person exercised options through the delivery, via attestation, of shares of the Issuer beneficially owned by the reporting person indirectly throught the Revocable Declaration of Trust u/a 1/31/2000, John R. Plachetka, Trustee, and did not involve an open market transaction in the Issuer's securities.

2. Beneficially owned by John R. Plachetka indirectly through the Revocable Declaration of Trust u/a 1/31/2000, John R. Plachetka, Trustee.

3. These shares are held by daughter of the reporting person.

4. These shares are owned directly by Silver Hill Investments, LLC, a ten-percent owner of the Issuer, and indirectly by John R. Plachetka, as manager of Silver Hill Investments, LLC. John R. Plachetka is a director, officer and ten-percent owner of the Issuer. Silver HIll Investments, LLC is 50% owned by the John R. Plachetka Irrevocable Trust, dated 4/20/2000, John R. Plachetka, Trustee; 40% owned by the Revocable Declaration of Trust u/a 1/31/2000, John R. Plachetka, Trustee; and 10% owned by the Revocable Declaration of Trust u/a 1/31/2000, Clare A. Plachetka, Trustee. Clare A. Plachetka is the wife of John R. Plachetka.

5. Beneficially owned by John R. Plachetka indirectly through the John R. Plachetka Irrevocable Trust, dated 4/20/2000, John R. Plachetka, Trustee.

6. Beneficially owned by John R. Plachetka indirectly through the Revocable Declaration of Trust u/a 1/31/2000, Clare A. Plachetka, Trustee. Clare A. Plachetka is the wife of John R. Plachetka.

7. The option vests in four equal annual installments, with the initial vesting date on January 3, 2006.

	John E. Barnhardt, Attorney-in-Fact	01/05/2005
	** 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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