X0202 4 2005-04-28 0 0000946840 VIROPHARMA INC VPHM 0001317493 14159 capital (GP), LLC 667 MADISON AVENUE NEW YORK NY 10021 0 0 1 0 0001087939 BAKER JULIAN 667 MADISON AVENUE NEW YORK NY 10021 0 0 1 0 0001087940 BAKER FELIX 667 MADISON AVENUE NEW YORK NY 10021 0 0 1 0 Common Stock 2005-04-28 4 P 0 204 1.7898 A 397 I See footnote Common Stock 2005-05-10 4 P 0 24 2.6517 A 421 I See footnote 6.0% Convertible Senior Secured Notes due 2009 2.50 2005-05-10 4 P 0 10000 A 2009-10-18 Common Stock 4000 161000 I See footnote In addition to 14159 Capital (GP), LLC, this Form 4 is being filed jointly by Julian C. Baker and Felix J. Baker, each of whom has the same business address as 14159 Capital (GP), LLC and may be deemed to have a pecuniary interest in securities owned by it. Because of certain relationships with other security holders of the Issuer, the Reporting Persons are filing solely for informational purposes as if they were a member of a group with such shareholders. (Continued in footnote 2.) However, the Reporting Persons disclaim that they and any other person or persons, in fact constitute a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or Rule 13d-5 thereunder or that they are the beneficial owners of securities owned by such other persons, and each of them disclaims beneficial ownership of securities reported herein except to the extent of their pecuniary interest, if any, therein. Represents securities owned directly by 14159, L.P., the sole general partner of which is 14159 Capital, L.P., a limited partnership of which the sole general partner is 14159 Capital (GP), LLC. Felix J. Baker and Julian C. Baker are the controlling members of 14159 Capital (GP), LLC. Immediately. 130.50% of the principal amount. /s/ Julian C. Baker, as Managing Member of 14159 Capital (GP), LLC 2005-05-12 /s/ Julian C. Baker 2005-05-12 /s/ Felix J. Baker 2005-05-12