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*
TANG KEVIN C

(Last) (First) (Middle)
4401 EASTGATE MALL

(Street)
SAN DIEGO CA 92121

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Ardea Biosciences, Inc./DE [ RDEA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2008
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)
Code V Amount (A) or (D) Price
Common Stock 05/07/2008 C 852,308 A (1) 3,157,760(2) I(3) By LP(3)
Common Stock 196,294 I(4) As Trustee(4)
Common Stock 15,089 D(5)
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
Series A Convertible Preferred Stock (1) 05/07/2008(6) C 162 05/01/2003 (7) Common Stock 852,308 $0.00 0 I(3) By LP(3)
1. Name and Address of Reporting Person*
TANG KEVIN C

(Last) (First) (Middle)
4401 EASTGATE MALL

(Street)
SAN DIEGO CA 92121

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TANG CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)
4401 EASTGATE MALL

(Street)
SAN DIEGO CA 92121

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TANG CAPITAL PARTNERS LP

(Last) (First) (Middle)
4401 EASTGATE MALL

(Street)
SAN DIEGO CA 92121

(City) (State) (Zip)
Explanation of Responses:
1. Each share of Series A Convertible Preferred Stock was convertible into a number of shares of common stock equal to $10,000 divided by $1.90072.
2. Includes 2,166 shares and 2,488 shares issued to Tang Capital Partners, LP as dividends on shares of the issuer's Series A Convertible Preferred Stock on 12/31/07 and 3/31/08, respectively.
3. The securities are held by Tang Capital Partners, LP. Kevin C. Tang is the sole manager of Tang Capital Management, LLC, which is the general partner of Tang Capital Partners, LP. Mr. Tang disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
4. The securities are owned by Kevin C. Tang as custodian for his minor children, as Trustee of the Tang Family Trust and as Trustee of the Tang Advisors, LLC Profit Sharing Plan, for which Mr. Tang serves as Trustee and in which he is a participant. Mr. Tang disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
5. The securities are owned by Kevin C. Tang's IRA.
6. Subject to its terms and conditions, each share of Series A Convertible Preferred Stock automatically converts into shares of common stock on the tenth day after the day that the closing sale price of the issuer's common stock on the NASDAQ Global Market (formerly the NASDAQ National Market) has reached at least $8.28 and has remained at such level for 20 consecutive trading days. This automatic conversion occurred on May 7, 2008.
7. The Series A Convertible Preferred Stock did not have an expiration date.
Remarks:
/s/ Kevin C. Tang 05/16/2008
Kevin C. Tang, Managing Member 05/16/2008
Kevin C. Tang, as Managing Member of Tang Capital Management, LLC, General Partner 05/16/2008
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.