SEC FORM 4

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^*

MALMAN ARTHUR B

(Last)

(First)

(Middle)

C/O MALMAN & GOLDMAN, LLP

645 5TH AVENUE, SUITE 800

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CLINICAL DATA INC [ CLDA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/12/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/12/2011		U		66,204	D	$30	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy	$14.23	04/13/2011		D			3,750	⁽¹⁾	09/23/2015	Common Stock	3,750	$15.77	0	D
Stock Option (right to buy)	$15.41	04/13/2011		D			15,000	⁽¹⁾	09/17/2019	Common Stock	15,000	$14.59	0	D
Stock Option (right to buy)	$16.16	04/13/2011		D			15,000	⁽¹⁾	09/16/2020	Common Stock	15,000	$13.84	0	D
Common Stock Warrant (right to buy)	$15.6	04/12/2011		D			3,750	⁽²⁾	05/17/2011	Common Stock	3,750	$14.4	0	D

Explanation of Responses:

1. This option, whether fully vested or not, was terminated upon the completion of the merger of Magnolia Acquisition Corp. with and into Clinical Data, Inc. pursuant to the Agreement and Plan of Merger dated February 22, 2011, as amended on April 4, 2011. Pursuant to the Agreement and Plan of Merger, the option was converted into the right to receive $30.00 per share (minus the exercise price of the option) in cash plus contingent consideration of up to $6.00 per share that may be paid upon achievement of certain commercial milestones, subject to any applicable tax withholdings.

2. Pursuant to the tender offer commenced under the Agreement and Plan of Merger dated February 22, 2011, as amended on April 4, 2011, the 2005 Warrants listed were exchanged for the right to receive (i) the product of $14.90 multiplied by the number of shares subject to such 2005 Warrant, and (ii) contingent consideration of up to $6.00 per share that may be paid upon achievement of certain commercial milestones.

Remarks:

	/s/ Arthur B. Malman	04/13/2011
	** 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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