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^*

PEARL FRANK H

(Last)

(First)

(Middle)

2099 PENNSYLVANIA AVENUE NW

SUITE 900

(Street)

WASHINGTON

20006

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALLOS THERAPEUTICS INC [ ALTH ]

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)
04/27/2004

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)
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, par value $.01 per share	04/27/2004		S		300,000	D	$5	2,860,100	I	See footnote⁽¹⁾
Common Stock, par value $.01 per share	04/27/2004		S		67,000	D	$4.9	2,793,100	I	See footnote⁽²⁾
Common Stock, par value $.01 per share	04/28/2004		S		25,000	D	$4.85	2,768,100	I	See footnote⁽³⁾
Common Stock, par value $.01 per share	04/28/2004		S		472,700	D	$4.9	2,295,400	I	See footnotes⁽¹⁾⁽⁴⁾

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)

Explanation of Responses:

1. These shares were sold by Perseus-Soros BioPharmaceutical Fund, L.P. ("Perseus-Soros").

2. 33,500 shares were sold by Perseus 2000, LLC ("Perseus 2000") and 33,500 shares were sold by Perseus Capital, LLC ("Perseus Capital").

3. 12,500 shares were sold by Perseus 2000 and 12,500 shares were sold by Perseus Capital.

4. 1,727,300 shares are owned by Perseus-Soros. The Reporting Person is the sole member of Perseuspur, LLC ("Perseuspur"), a member of Perseus EC, L.L.C., ("Perseus EC"). Perseus EC is the managing member of Perseus BioTech Fund Partners, LLC ("Perseus BioTech"). Perseus BioTech is a member of Perseus-Soros Partners, LLC, the general partner of Perseus-Soros. An additional 282,250 shares and 285,850 shares are owned by Perseus Capital and Perseus 2000, respectively. Perseus Capital and Perseus 2000 may be deemed affiliates of the Reporting Person and, as such, the Reporting Person may be deemed to beneficially own the shares held by each of such entities.

	/s/ Rodd Macklin, Attorney-in-Fact	04/29/2004
	** 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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