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*
Omega Fund Management LTD

(Last) (First) (Middle)
13-15 VICTORIA ROAD
ST PETER PORT

(Street)
GUERNSEY, GY1 3ZD X0

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MICROMET, INC. [ MITI ]
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)
07/31/2009
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 07/31/2009 S(1) 58,000 D $6.1542(2) 4,519,313 I By Fund(4)(5)
Common Stock 08/03/2009 S(1) 65,000 D $6.402(3) 4,454,313 I By Fund(4)(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
1. Name and Address of Reporting Person*
Omega Fund Management LTD

(Last) (First) (Middle)
13-15 VICTORIA ROAD
ST PETER PORT

(Street)
GUERNSEY, GY1 3ZD X0

(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*
Sigma Holding LTD

(Last) (First) (Middle)
13-15 VICTORIA ROAD
ST PETER PORT

(Street)
GUERNSEY, GY1 3ZD X0

(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*
Stampacchia Otello

(Last) (First) (Middle)
12, RUE DE LA COULOUVRENIERE

(Street)
1204 GENEVA V8

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Helyar Connie

(Last) (First) (Middle)
13-15 VICTORIA ROAD
ST PETER PORT

(Street)
GUERNSEY, GY1 3ZD X0

(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*
Alvarez-Masterton Sharon Rose

(Last) (First) (Middle)
13-15 VICTORIA ROAD
ST PETER PORT

(Street)
GUERNSEY, GY1 3ZD X0

(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 sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 10, 2009.
2. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $6 to $6.31 per share. The reporting persons undertake to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
3. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $6.20 to $6.65 per share. The reporting persons undertake to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
4. Consists of securities held directly by Omega Fund III, L.P. ("Omega III"). Omega Fund III GP, L.P. ("Omega III GPLP") is the general partner of Omega III. Omega Fund III G.P., Ltd. ("Omega III GPLtd") is the general partner of Omega III GPLP. Omega Fund Management Limited ("Omega Management") is the sole shareholder of Omega III GPLtd. Sigma Holding Limited ("Sigma") is the sole shareholder of Omega Management. Connie Helyar ("Helyar") and Sharon Rose Alvarez-Masterton ("Alvarez-Masterton") are directors of each of (i) Omega III GPLtd, (ii) Omega Management, and (iii) Sigma. Otello Stampacchia ("Stampacchia") is the sole shareholder of Sigma and is also a director of Micromet, Inc. Each of Omega III GPLP, Omega III GPLtd., Omega Management, Sigma, Helyar, Alvarez-Masterton and Stampacchia disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein.
5. Consists of securities held directly by Omega Fund I, L.P. ("Omega I"). Omega Fund GP, Ltd. ("Omega GP") is the general partner of Omega I. Omega Management is the sole shareholder of Omega GP. Sigma is the sole shareholder of Omega Management. Helyar and Alvarez-Masterton are directors of each of (i) Omega GP, (ii) Omega Management, and (iii) Sigma. Stampacchia is the sole shareholder of Sigma and is also a director of Micromet, Inc. Each of Omega GP, Omega Management, Sigma, Helyar, Alvarez-Masterton and Stampacchia disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein.
Remarks:
/s/ Connie Helyar, director of Omega Fund Management Limited 08/04/2009
/s/ Connie Helyar, director of Sigma Holding Limited 08/04/2009
/s/ Otello Stampacchia 08/04/2009
/s/ Connie Helyar 08/04/2009
/s/ Sharon Rose Alvarez-Masterton 08/04/2009
** 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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