| 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
GENAERA CORP [ GENR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/03/2003 | ||||||||||||||||||||||||||
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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 | 09/03/2003 | S | 177,000 | D | $4.81 | 1,083,000 | I | See Footnotes(1)(2)(3) | ||
| Common Stock | 09/03/2003 | S | 112,000 | D | $4.81 | 686,000 | I | See Footnotes(1)(2)(4) | ||
| Common Stock | 09/03/2003 | S | 271,000 | D | $4.81 | 1,668,000 | I | See Footnotes(1)(2)(5) | ||
| Common Stock | 08/28/2003 | C | 450,000 | A | $0(6) | 1,260,000 | I | See Footnotes(1)(2)(3) | ||
| Common Stock | 08/28/2003 | C | 285,000 | A | $0(6) | 798,000 | I | See Footnotes(1)(2)(4) | ||
| Common Stock | 08/28/2003 | C | 693,000 | A | $0(6) | 1,938,500 | I | See Footnotes(1)(2)(5) | ||
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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-1 Preferred Stock | (7) | 08/28/2003 | C | 450,000 | 11/23/2004(8) | 08/08/1998(9) | Common Stock | 450,000 | $0(6) | 0 | I | See Footnotes(1)(2)(3) | |||
| Series C-1 Preferred Stock | (7) | 08/28/2003 | C | 285,000 | 11/23/2004(8) | 08/08/1998(9) | Common Stock | 285,000 | $0(6) | 0 | I | See Footnotes(1)(2)(4) | |||
| Series C-1 Preferred Stock | (7) | 08/28/2003 | C | 693,000 | 11/23/2004(8) | 08/08/1998(9) | Common Stock | 693,000 | $0(6) | 0 | I | See Footnotes(1)(2)(5) | |||
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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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The shares reported in this response are indirectly beneficially owned by BVF Partners L.P., a Delaware limited partnership ("Partners"), the designated filer of this joint filing on Form 4, and by its general partner ("GP"), BVF Inc., a Delaware corporation ("BVF Inc."), which is also an investment advisor to Partners. Partners is the GP of Biotechnology Value Fund, L.P., a Delaware limited partnership ("BVF, L.P.") and Biotechnology Value Fund II, L.P., a Delaware limited partnership ("BVF2, L.P."), both investment limited partnerships. Partners also is the manager of BVF Investments L.L.C., a Delaware limited liability company ("Investments"). Following the transactions reported in Table I, Item 5, Partners and BVF Inc. indirectly beneficially own in the aggregate 3,437,000 shares of common stock of Genaera Corp. |
| 2. Pursuant to the operating agreement of Investments, Partners is authorized, among other things, to invest the funds of Ziff Asset Management, L.P., the majority member of Investments, in the shares of common stock reported in Table I as being beneficially owned by Investments. Mark N. Lampert is the sole shareholder and sole director of BVF Inc., and is an officer of BVF Inc. This joint filing on Form 4 shall not be deemed an admission that Mark N. Lampert is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any equity securities covered by this joint filing. |
| 3. Shares are directly beneficially owned by BVF, L.P. |
| 4. Shares are directly beneficially owned by BVF2, L.P. |
| 5. Shares are directly beneficially owned by Investments. |
| 6. The reporting persons converted shares of Series C-1 Preferred Stock in the amounts shown in Table I, Item 4, at no cost. |
| 7. The conversion of Series C-1 Preferred Stock into Common Stock was a one-for-one conversion. |
| 8. Each share of Series C-1 Preferred Stock is convertible into Common Stock at the option of the holder, on or after November 23, 2004, subject to earlier conversion in certain circumstances as set forth in the respective Certificates of Designation of the Rights, Preferences and Privileges for the Series C-1 Preferred Stock. During August 2003, earlier conversion of the Series C-1 Preferred Stock was triggered. |
| 9. Information created to satisfy SEC Form 4 input requirements. There is no expiration date. |
| BVF Partners L.P., By: BVF, Inc., its GP, By: /s/ Mark N. Lampert | 09/05/2003 | |
| BIOTECHNOLOGY VALUE FUND, L.P., By: BVF Partners, L.P., its GP, By: BVF Inc., By: /s/ Mark N. Lampert | 09/05/2003 | |
| BIOTECHNOLOGY VALUE FUND II, L.P., By: BVF Partners L.P., its GP, By: BVF Inc., By: /s/ Mark N. Lampert | 09/05/2003 | |
| BVF INVESTMENTS, L.L.C., By: BVF Partners L.P., its Manager, By: BVF Inc., By: /s/ Mark N. Lampert | 09/05/2003 | |
| BVF INC., By: /s/ Mark N. Lampert | 09/05/2003 | |
| /s/ Mark N. Lampert | 09/05/2003 | |
| ** 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. | ||