X0202 4 2006-04-04 0 0000932352 VALENTIS INC VLTS 0001118481 XMARK ASSET MANAGEMENT LLC 301 TRESSER BOULEVARD SUITE 1320 STAMFORD CT 06901 0 0 0 1 Disclaimed Group 0001347039 Xmark Opportunity Partners, LLC 301 TRESSER BOULEVARD SUITE 1320 STAMFORD CT 06901 0 0 0 1 Disclaimed Group Common Shares, par value $0.001 per share 2006-04-04 4 S 0 51800 3.0536 D 553048 I By corporation and limited partnership Common Shares, par value $0.001 per share 2006-04-05 4 S 0 500 3.23 D 552548 I By corporation and limited partnership Common Shares, par value $0.001 per share 1168806 I By corporation, limited partnership and limited liability company On April 4, 2006, Xmark Fund, L.P., a Delaware limited Partnership ("Xmark LP"), sold 25,936 common shares, par value $0.001 per share (the "Common Shares"), of Valentis, Inc., a Delaware corporation (the "Company"). On April 4, 2006, Xmark Fund, Ltd., a Cayman Islands exempted company ("Xmark Ltd"), sold 25,864 Common Shares of the Company. Xmark Asset Management, LLC, a New York limited liability company ("XAM"), is the investment manager for each of Xmark LP and Xmark Ltd and, as such, possesses sole power to vote and direct the disposition of all securities of the Company held by Xmark LP and Xmark Ltd. XAM's interest in the securities reported herein is limited to its pecuniary interest in Xmark LP and Xmark Ltd, if any. On April 5, 2006, each of Xmark LP and Xmark Ltd sold 250 Common Shares of the Company. XAM is the investment manager for each of Xmark LP and Xmark Ltd and, as such, possesses sole power to vote and direct the disposition of all securities of the Company held by Xmark LP and Xmark Ltd. XAM's interest in the securities reported herein is limited to its pecuniary interest in Xmark LP and Xmark Ltd, if any. As of the date of this Form 4, Xmark Opportunity Fund, L.P., a Delaware limited partnership ("Opportunity LP"), held 333,733 Common Shares of the Company, Xmark Opportunity Fund, Ltd., a Cayman Islands exempted company ("Opportunity Ltd"), held 435,073 Common Shares of the Company and Xmark JV Investment Partners, LLC, a Delaware limited liability company ("JV Partners"), held 400,000 Common Shares of the Company. Xmark Opportunity Partners, LLC, a Delaware limited liability company ("Opportunity Partners"), is the sole member of the investment manager of Opportunity LP and Opportunity Ltd, and the investment manager of JV Partners and, as such, possesses sole power to vote and direct the disposition of all securities of the Company held by Opportunity LP, Opportunity Ltd and JV Partners. Opportunity Partners' interest in the securities reported herein is limited to the extent of its pecuniary interest in Opportunity LP, Opportunity Ltd and JV Partners, if any. Mitchell D. Kaye, the Chief Executive Officer of XAM, exercises sole voting and investment power with respect to all securities beneficially owned by XAM. Mr. Kaye and David C. Cavalier, the Chief Executive Officer and Chief Operating Officer, respectively, of Opportunity Partners, share voting and investment power with respect to all securities beneficially owned by Opportunity Partners. Thus, for the purposes of Reg. Section 240.13d-3, XAM and Opportunity Partners may be deemed to be beneficial owners of more than 10% of the Common Shares of the Company. XAM does not exercise any voting or investment power with respect to the Common Shares of the Company beneficially owned by Opportunity Partners, Opportunity Partners does not exercise any voting or investment power with respect to the Common Shares of the Company beneficially owned by XAM and each of XAM and Opportunity Partners at all times acts independently of the other with respect to the securities of the Company. Opportunity Partners does not have any pecuniary interest in the Common Shares of the Company beneficially owned by XAM and XAM does not have any pecuniary interest in the Common Shares of the Company beneficially owned by Opportunity Partners. XAM disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in Xmark LP and Xmark Ltd, if any. Opportunity Partners disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in Opportunity LP, Opportunity Ltd and JV Partners, if any. The filing of this statement by any reporting person shall not be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities of the Company reported in Table I of this Form 4 (including securities beneficially owned by the other reporting person). /s/ Mitchell D. Kaye, Chief Executive Officer of Xmark Asset Management, LLC 2006-04-13 /s/ Mitchell D. Kaye, Chief Executive Officer of Xmark Opportunity Partners, LLC 2006-04-13