X0202 4 2008-06-04 0 0000880431 GENAERA CORP GENR 0001347039 Xmark Opportunity Partners, LLC 90 GROVE STREET SUITE 201 RIDGEFIELD CT 06877 0 0 1 0 Common Stock, Par Value $0.002 2008-06-04 4 P 0 15000 2.222 A 4166817 I See Footnotes As of June 4, 2008, Xmark Opportunity Fund, L.P., a Delaware limited partnership ("Opportunity LP"), held 685,065 common shares, $0.002 par value per share (the "Common Shares"), of Genaera Corporation, a Delaware corporation (the "Company"), and warrants to purchase up to 210,375 Common Shares of the Company at an exercise price of $3.6606 per share and up to 12,500 Common Shares of the Company at an exercise price of $18.90 per share. All of the warrants provide that the holder does not have the right to exercise any portion of the warrant, to the extent that after giving effect to such exercise, such holder would beneficially own in excess of 4.99% of the number of Common Shares of the Company outstanding immediately after giving effect to such exercise. As of June 4, 2008, Xmark Opportunity Fund, Ltd., a Cayman Islands exempted company ("Opportunity Ltd"), held 1,742,805 Common Shares of the Company and warrants to purchase up to 411,205 Common Shares of the Company at an exercise price of $3.6606 per share and up to 12,500 Common Shares of the Company at an exercise price of $18.90 per share. As of June 4, 2008, Xmark JV Investment Partners, LLC, a Delaware limited liability company ("JV Partners"), held 1,738,947 Common Shares of the Company and warrants to purchase up to 27,500 Common Shares of the Company at an exercise price of $18.90 per share. All of the warrants provide that the holder does not have the right to exercise any portion of the warrant, to the extent that after giving effect to such exercise, such holder would beneficially own in excess of 4.99% of the number of Common Shares of the Company outstanding immediately after giving effect to such exercise. The reporting person, 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 and David C. Cavalier, the Chief Executive Officer and Chief Operating Officer, respectively, of Xmark Capital Partners, LLC, the Managing Member of Opportunity Partners, share voting and investment power with respect to all securities beneficially owned by Opportunity Partners. XMARK OPPORTUNITY PARTNERS, LLC By: Xmark Capital Partners, LLC, its Managing Member, By: Mitchell D. Kaye, its Chief Executive Officer, /s/ Mitchell D. Kaye 2008-06-06