X0201 5 2003-08-13 1 0 0 0000761237 PHOTOGEN TECHNOLOGIES INC PHGN 0001124823 WEINSTEIN ROBERT J MD C/O PHOTOGEN TECHNOLOGIES INC 7327 OAK RIDGE HIGHWAY KNOXVILLE TN 37931 1 0 0 0 Common stock 2003-05-19 5 J 0 475807 0 A 475807 D Common stock 112500 D Common stock 350043 I See Footnote Common stock 19500 I See Footnote Common stock 356813 I See Footnote In addition to shares owned directly by Dr. Weinstein, individually, and Dr. and Mrs. Weinstein as joint tenants (collectively, the "Reporting Person"), shares beneficially owned by the Reporting Person include: (i) 350,043 shares owned by W.F. Investments Enterprises, Limited Partnership, (ii) 19,500 shares owned by the Robert and Lois Weinstein Family Foundation, Inc., and (iii) 356,813 shares owned by the Robert J. Weinstein 2001 Trust #2. On May 19, 2003, the Reporting Person received 475,807 shares of Photogen Technologies, Inc. from Tannebaum, LLC in exchange for STRO, LLC's (of which Dr. Weinstein is the co-manager) withdrawal as manager and member of Tannebaum, LLC. Under SEC rules, the Reporting Person may be deemed to own an aggregate of 11,881,451 shares covered by a voting, drag-along and right of first refusal agreement dated as of November 12, 2002 where the parties agreed to maintain Photogen's Board at seven members and to vote to elect certain persons to the Board. The Reporting Person disclaims beneficial ownership of such shares for all other purposes. On August 13, 2003, the Reporting Person resigned from Photogen's Board of Directors and as a member of the Executive and Compensation Committees. /s/ Robert J. Weinstein 2003-08-26