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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* OSS CAPITAL MANAGEMENT (Last) (First) (Middle) 598 MADISON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NOVEN PHARMACEUTICALS INC [ NOVN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/31/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock ($.0001 par value)	12/31/2008		S		74,409	D	$11	3,294,435	I	See Footnotes(1)(2)(3)(4)
Common Stock ($.0001 par value)	01/02/2009		S		34,621	D	$11.02	3,259,814	I	See Footnotes(1)(2)(3)(4)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* OSS CAPITAL MANAGEMENT (Last) (First) (Middle) 598 MADISON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Schafer Brother LLC (Last) (First) (Middle) 598 MADISON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SCHAFER OSCAR (Last) (First) (Middle) 598 MADISON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Goffe Andrew J. (Last) (First) (Middle) 598 MADISON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Form 4 is being filed to report that O.S.S. Capital Management LP, a Delaware limited partnership (the "Investment Manager"), Schafer Brothers LLC, a Delaware limited liability company ("SB LLC"), Mr. Oscar S. Schafer ("Mr. Schafer") and Mr. Andrew Goffe ("Mr. Goffe", collectively with the Investment Manager, SB LLC and Mr. Shafer, the "Reporting Persons") have sold 109,030 shares of Noven Pharmaceuticals Inc. common stock.

2. The Reporting Persons have investment discretion with respect to securities held by a Cayman Islands exempted company and two Delaware limited partnerships as more fully described in the Form 3 filed on July 16, 2007 (Accession Number: 0000902664-07-002296), the Form 4 filed on August 8, 2007 (Accession Number: 0000902664-07-002474), the Form 4 filed on August 14, 2007 (Accession Number 0000902664-07-002630), the Form 4 filed on September 12, 2007 (Accession Number 0000902664-07-002795), the Form 4 filed on September 14, 2007 (Accession Number 0000902664-07-002815), the Form 4 filed on September 17, 2007 (Accession Number 0000902664-07-002830), the Form 4 filed on October 2, 2007 (Accession Number 0000902664-07-002925), the Form 4 filed on March 17, 2008 (Accession Number: 0000902664-08-001576), the Form 4 filed on March 31, 2008 (Accession Number 0000902664-08-001729), the Form 4 filed on October 31, 2008 (Accession Number: 0000902664-08-003101),

3. (Footnote 2 cont'd) the Form 4 filed on December 29, 2008 (Accession Number: 0000902664-08-003465) and the Form 4 filed on December 31, 2008 (Accession Number: 0000902664-08-003494).

4. Each of the Reporting Persons may be deemed to beneficially own 3,259,814 shares of common stock, which represent, together, approximately 13.1% of the outstanding shares of common stock. Each of the Reporting Persons disclaims beneficial ownership of the securities included in this report and this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of such person's pecuniary interest therein.

	/s/ Oscar S. Schafer, Senior Managing Member of Schafer Brothers LLC, the general partner of O.S.S. Capital Management L.P.	01/05/2009
	** 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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