| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
COTHERIX INC [ CTRX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 10/14/2005 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | 10/14/2005 | (1) | S | 152,900(2) | D | $13(2) | 869,164 | I | See footnotes(2)(3)(4) | |
| Common Stock | 10/14/2005 | (1) | S | 10,268(5) | D | $13(5) | 58,370 | I | See footnotes(3)(4)(5) | |
| Common Stock | 10/14/2005 | (1) | S | 3,769(6) | D | $13(6) | 21,415 | I | See footnotes(3)(4)(6) | |
| Common Stock | 2,301,037 | I | See footnotes(7) | |||||||
| Common Stock | 62,226 | I | See footnotes(8) | |||||||
|
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*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. Not applicable |
| 2. Alta BioPharma Partners III, L.P. sold 152,900 shares of Common Stock at the Issuer's Follow-on Public Offering at $13.00/sh for a total of $1,987,700.00. |
| 3. Daniel Janney, Director, is a managing director of Alta California Management Partners III, LLC ("ACMPIII") (which is the general partner ("gp") of Alta California Partners III, L.P. ("ACPIII") & a manager of Alta Embarcadero Partners III, LLC ("AEPIII"). As a managing director & manager of such funds, he may be deemed to share voting & investment powers over the shares held by ACPIII & AEPIII. He is a member of Alta BioPharma Management III, LLC ("ABPMIII") with no voting or investment powers over the shares held by Alta BioPharma Partners III, L.P. ("ABPIII"). He disclaims ownership of all such shares held by all the foregoing funds except to the extent of their proportionate pecuniary interests therein. |
| 4. Alta Partners II, Inc. & Alta Partners III, Inc. provide investment advisory services to several funds including ACPIII, AEPIII, ABPIII, Alta BioPharma Partners III GmbH & Co. Beteiligungs KG ("ABPIIIKG") & Alta Embarcadero BioPharma Partners III, LLC ("AEBPIII"). The managing directors ("md") of ABMPIII (which is the gp of ABPIII & ABPIIIKG) & managers of AEBPIII, exercise sole voting & investment powers with respect to the sh ("sh")owned by such funds. G Gruener, G Nohra & D Janney (collectively known as the "principals") are md of ACMPIII & managers of AEPIII. J Deleage, F Champsi, A Marduel, E Hurwitz & E Penhoet (collectively known as the "principals") are directors of ABMPIII (which is the gp of ABPIII & ABPIIIKG & managers of AEBPIII, The principals may be deemed to share voting & investment powers over the sh held by the funds. The principals disclaim beneficial ownership of all such sh held by the funds, except to the extent of their porportionate pecuniary interest therein. |
| 5. Alta BioPharma Partners III GmbH & Co. Beteiligungs KG sold 10,268 shares of Common Stock at the Issuer's Follow-on Public Offering at $13.00/sh for a total of $133,484.00. |
| 6. Alta Embarcadero BioParma Partners III, LLC sold 3,769 shares of Common Stock at the Issuer's Follow-on Public Offering for $13.00/sh for a total of $48,997.00. |
| 7. Alta California Partners III, L.P. holds 2,301,037 shares of Common Stock. |
| 8. Alta Embarcadero Partners III, LLC holds 62,226 shares of Common Stock. |
| Remarks: |
| Cross-reference to Form 4 for Daniel Janney filed on 10/18/2005. |
| Farah Champsi, Director | 10/18/2005 | |
| Farah Champsi | 10/18/2005 | |
| Jean Deleage | 10/18/2005 | |
| Garrett Gruener | 10/18/2005 | |
| Alix Marduel | 10/18/2005 | |
| Guy Nohra | 10/18/2005 | |
| Jean Deleage, President | 10/18/2005 | |
| Edward Hurwitz | 10/18/2005 | |
| Edward Penhoet | 10/18/2005 | |
| Jean Deleage, President | 10/18/2005 | |
| ** 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. | ||