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^*

MCKAY SAMUEL F

(Last)

(First)

(Middle)

C/O ANIKA THERAPEUTICS, INC.

160 NEW BOSTON STREET

(Street)

WOBURN

01801

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ANIKA THERAPEUTICS INC [ ANIK ]

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)
11/11/2004

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	11/11/2004		M		2,000	A	$7.625	2,000	I⁽¹⁾	By General Partner
Common Stock	11/11/2004		M		1,596	A	$9.75	3,596	I⁽¹⁾	By General Partner
Common Stock	11/11/2004		M		11,800	A	$1.05	15,396	I⁽¹⁾	By General Partner
Common Stock	11/11/2004		S		1,200	D	$9.6308	14,196	I⁽¹⁾	By General Partner
Common Stock	11/12/2004		S		3,500	D	$9.5562	10,696	I⁽¹⁾	By General Partner
Common Stock								1,874	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 Purchase)	$7.625	11/11/2004		M			2,000	02/28/1998	02/28/2008	Common Stock	2,000	$7.625	0⁽²⁾	D
Stock Option (Right to Purchase)	$9.75	11/11/2004		M			1,596	03/27/2000	03/27/2010	Common Stock	1,596	$9.75	0⁽²⁾	D
Stock Option (Right to Purchase)	$1.05	11/11/2004		M			11,800	03/21/2002	03/21/2012	Common Stock	11,800	$1.05	0⁽²⁾	D

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein which is less than 10%.

2. Pursuant to a pre-existing agreement with Axiom Venture Partners Limited Partnership (Axiom), of which the reporting person is a general partner, the economic interest in the shares of Anika common stock underlying these stock options were to be held for the benefit of Axiom. Accordingly, Axiom took possession of the shares of Anika common stock immediately following the exercise of the stock options by the registrant.

	/s/ Samuel F. McKay	11/15/2004
	** 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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