SEC FORM 4

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^*

RA CAPITAL MANAGEMENT, LLC

(Last)

(First)

(Middle)

C/O RA CAPITAL MANAGEMENT, LLC

800 BOYLSTON STREET, SUITE 1500

(Street)

BOSTON

02199

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SEQUENOM INC [ SQNM ]

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)
06/25/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/25/2008		P		1,505⁽¹⁾	A	$15.22	5,513,635⁽²⁾	I	see footnote⁽³⁾
Common Stock	06/25/2008		P		1,395⁽¹⁾	A	$15.23	5,515,030	I	see footnote⁽³⁾
Common Stock	06/25/2008		P		100⁽¹⁾	A	$15.24	5,515,130	I	see footnote⁽³⁾
Common Stock	06/25/2008		P		3,550⁽¹⁾	A	$15.25	5,518,680	I	see footnote⁽³⁾
Common Stock	06/25/2008		P		2,800⁽¹⁾	A	$15.26	5,521,480	I	see footnote⁽³⁾
Common Stock	06/25/2008		P		1,000⁽¹⁾	A	$15.27	5,522,480	I	see footnote⁽³⁾
Common Stock	06/25/2008		P		1,086⁽¹⁾	A	$15.28	5,523,566	I	see footnote⁽³⁾
Common Stock	06/25/2008		P		2,400⁽¹⁾	A	$15.29	5,525,966	I	see footnote⁽³⁾
Common Stock	06/25/2008		P		3,400⁽¹⁾	A	$15.3	5,529,366	I	see footnote⁽³⁾
Common Stock	06/25/2008		P		100⁽¹⁾	A	$15.32	5,529,466	I	see footnote⁽³⁾
Common Stock	06/25/2008		P		250⁽¹⁾	A	$15.33	5,529,716	I	see footnote⁽³⁾
Common Stock	06/25/2008		P		84⁽¹⁾	A	$15.48	5,529,800	I	see footnote⁽³⁾
Common Stock	06/25/2008		P		266⁽¹⁾	A	$15.49	5,530,066	I	see footnote⁽³⁾
Common Stock	06/25/2008		P		300,000⁽¹⁾	A	$15.5	5,830,066	I	see footnote⁽³⁾
Common Stock	06/25/2008		P		200⁽¹⁾	A	$15.51	5,830,266	I	see footnote⁽³⁾
Common Stock	06/25/2008		P		500⁽¹⁾	A	$15.52	5,830,766	I	see footnote⁽³⁾
Common Stock	06/25/2008		P		100⁽¹⁾	A	$15.53	5,830,866	I	see footnote⁽³⁾
Common Stock	06/25/2008		P		100⁽¹⁾	A	$15.54	5,830,966	I	see footnote⁽³⁾
Common Stock	06/25/2008		P		2,000⁽¹⁾	A	$15.55	5,832,966	I	see footnote⁽³⁾
Common Stock	06/25/2008		P		200⁽¹⁾	A	$15.59	5,833,166	I	see footnote⁽³⁾
Common Stock	06/25/2008		P		1,300⁽¹⁾	A	$15.61	5,834,466	I	see footnote⁽³⁾
Common Stock	06/25/2008		P		1,900⁽¹⁾	A	$15.65	5,836,366	I	see footnote⁽³⁾
Common Stock	06/25/2008		P		3,637⁽¹⁾	A	$15.66	5,840,003	I	see footnote⁽³⁾
Common Stock	06/25/2008		P		2,592⁽¹⁾	A	$15.67	5,842,595	I	see footnote⁽³⁾
Common Stock	06/25/2008		P		100⁽¹⁾	A	$15.68	5,842,695	I	see footnote⁽³⁾
Common Stock	06/25/2008		P		1,300⁽¹⁾	A	$15.69	5,843,995	I	see footnote⁽³⁾
Common Stock	06/25/2008		P		8,402⁽¹⁾	A	$15.7	5,852,397	I	see footnote⁽³⁾
Common Stock	06/25/2008		P		100⁽¹⁾	A	$15.71	5,852,497	I	see footnote⁽³⁾
Common Stock	06/25/2008		P		1,000⁽¹⁾	A	$15.75	5,853,497	I	see footnote⁽³⁾
Common Stock	06/25/2008		P		200⁽¹⁾	A	$15.76	5,853,697	I	see footnote⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Call Option	$17.5							06/25/2008	12/20/2008	Common Stock	10,000		10,000	I	see footnote⁽³⁾

1. Name and Address of Reporting Person^*

RA CAPITAL MANAGEMENT, LLC

(Last)

(First)

(Middle)

C/O RA CAPITAL MANAGEMENT, LLC

800 BOYLSTON STREET, SUITE 1500

(Street)

BOSTON

02199

(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^*

RA Capital Biotech Fund LP

(Last)

(First)

(Middle)

C/O RA CAPITAL MANAGEMENT, LLC

800 BOYLSTON STREET, SUITE 1500

(Street)

BOSTON

02199

(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^*

RA Capital Biotech Fund II, L.P.

(Last)

(First)

(Middle)

C/O RA CAPITAL MANAGEMENT, LLC

800 BOYLSTON STREET, SUITE 1500

(Street)

BOSTON

02199

(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^*

Kolchinsky Peter

(Last)

(First)

(Middle)

C/O RA CAPITAL MANAGEMENT, LLC

800 BOYLSTON STREET, SUITE 1500

(Street)

BOSTON

02199

(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^*

ALDRICH RICHARD

(Last)

(First)

(Middle)

C/O RA CAPITAL MANAGEMENT, LLC

800 BOYLSTON STREET, SUITE 1500

(Street)

BOSTON

02199

(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. The acquired shares are divided between RA Capital Biotech Fund, L.P. ("Fund I") and RA Capital Biotech Fund II, L.P. ("Fund II") in a ratio of 98.8/1.2.

2. This number represents 5,445,333 shares held by Fund I and 68,302 shares held by Fund II.

3. RA Capital Management, LLC (the "General Partner") is the general partner of each of Fund I and Fund II, and Richard H. Aldrich and Peter Kolchinsky are the managers of RA Capital Management, LLC. Each of the Reporting Persons disclaim beneficial ownership of the shares except to the extent of his or its pecuniary interest therein, if any.

Remarks:

	/s/ Peter Kolchinsky, Manager of RA Capital Management, LLC	06/27/2008
	/s/ Peter Kolchinsky, Manager of RA Capital Management, LLC, the General Partner of RA Capital Biotech Fund, L.P.	06/27/2008
	/s/ Peter Kolchinsky, Manager of RA Capital Management, LLC, the General Partner of RA Capital Biotech Fund II, L.P.	06/27/2008
	/s/ Peter Kolchinsky	06/27/2008
	/s/ Richard H. Aldrich	06/27/2008
	** 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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