| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MACROCHEM CORP [ MACM.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/10/2007 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/10/2007 | P | 833,333 | A | $0.6 | 843,531 | I | By SCO Capital Partners, L.P | ||
| Common Stock | 10/10/2007 | C | 150,410 | A | $0.6 | 993,941 | I | By SCO Capital Partners, L.P | ||
| Common Stock | 10/10/2007 | C | 5,013,699 | A | $0.6 | 5,891,305 | I | By SCO Capital Partners LLC | ||
| Common Stock | 10/10/2007 | C | 835,617 | A | $0.6 | 975,351 | I | By Beach Capital LLC | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Series C Cumulative Convertible Preferred Stock | $0.6 | 10/10/2007 | C | 9 | (1) | (1) | Common Stock | 150,410 | $0 | 0 | D(2)(3) | ||||
| Series C Cumulative Convertible Preferred Stock | $0.6 | 10/10/2007 | C | 50 | (1) | (1) | Common Stock | 835,617 | $0 | 0 | D(2)(4) | ||||
| Series C Cumulative Convertible Preferred Stock | $0.6 | 10/10/2007 | C | 300 | (1) | (1) | Common Stock | 5,013,699 | $0 | 0 | D(2)(5) | ||||
| Common Stock Warrant | $0.6 | 10/10/2007 | P | 250,000 | 10/10/2007 | 10/10/2012 | Common Stock | 250,000 | (6) | 250,000 | I | By SCO Capital Partners, L.P. | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. These securities are convertible at any time and have no expiration date. |
| 2. This Form 4 is being filed by Steven H. Rouhandeh individually and by SCO Capital Partners, L.P., SCO Capital Partners LLC and Beach Capital LLC. Mr. Rouhandeh is the managing member of SCO Capital Partners LLC, Beach Capital LLC and the entity that is the general partner of SCO Capital Partners, L.P. |
| 3. SCO Capital Partners, L.P. is the record owner of these securities. |
| 4. Beach Capital LLC is the record owner of these securities. |
| 5. SCO Capital Partners LLC is the record owner of these securities. |
| 6. Received as additional consideration for common stock purchase. No consideration paid. |
| Remarks: |
| /s/ SCO Capital Partners LLC, by Steven H. Rouhandeh, Managing Member | 10/10/2007 | |
| /s/ Steven H. Rouhandeh | 10/10/2007 | |
| /s/ Beach Capital LLC, by Steven H. Rouhandeh, Managing Member | 10/10/2007 | |
| /s/ SCO Capital Partners, L.P., by Steven H. Rouhandeh, Managing Member of General Partner | 10/10/2007 | |
| ** 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. | ||