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* LESCHLY MARK (Last) (First) (Middle) C/O RHO VENTURES, 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NITROMED INC [ NTMD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/14/2004
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/14/2004		C		24,118(1)	A	$0.01	5,469,333	I	See Footnote(2)
Common Stock	04/14/2004		M		12,500	A	$0.72	12,500	D
Common Stock	04/14/2004		M		3,750	A	$1.3	16,250	D
Common Stock	04/14/2004		M		2,500	A	$2	18,750	D
Common Stock	04/14/2004		M		1,250	A	$2	20,000	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Purchase Warrant (right to buy)	$0.01	04/14/2004		C			1,222	11/05/2003	10/17/2006	Common Stock	1,222	$0	0	I	See Footnote(2)
Common Stock Purchase Warrant (right to buy)	$0.01	04/14/2004		C			1,222	11/05/2003	11/14/2006	Common Stock	1,222	$0	0	I	See Footnote(2)
Common Stock Purchase Warrant (right to buy)	$0.01	04/14/2004		C			1,222	11/05/2003	12/17/2006	Common Stock	1,222	$0	0	I	See Footnote(2)
Common Stock Purchase Warrant (right to buy)	$0.01	04/14/2004		C			1,222	11/05/2003	02/10/2007	Common Stock	1,222	$0	0	I	See Footnote(2)
Common Stock Purchase Warrant (right to buy)	$0.01	04/14/2004		C			569	11/05/2003	07/26/2004	Common Stock	569	$0	0	I	See Footnote(2)
Common Stock Purchase Warrant (right to buy)	$0.01	04/14/2004		C			1,897	11/05/2003	07/27/2004	Common Stock	1,897	$0	0	I	See Footnote(2)
Common Stock Purchase Warrant (right to buy)	$0.01	04/14/2004		C			953	11/05/2003	09/19/2004	Common Stock	953	$0	0	I	See Footnote(2)
Common Stock Purchase Warrant (right to buy)	$0.01	04/14/2004		C			1,423	11/05/2003	10/11/2004	Common Stock	1,423	$0	0	I	See Footnote(2)
Common Stock Purchase Warrant (right to buy)	$0.01	04/14/2004		C			1,423	11/05/2003	10/28/2004	Common Stock	1,423	$0	0	I	See Footnote(2)
Common Stock Purchase Warrant (right to buy)	$0.01	04/14/2004		C			366	11/05/2003	01/13/2005	Common Stock	366	$0	0	I	See Footnote(2)
Common Stock Purchase Warrant (right to buy)	$0.01	04/14/2004		C			305	11/05/2003	02/17/2005	Common Stock	305	$0	0	I	See Footnote(2)
Common Stock Purchase Warrant (right to buy)	$0.01	04/14/2004		C			435	11/05/2003	03/13/2005	Common Stock	435	$0	0	I	See Footnote(2)
Common Stock Purchase Warrant (right to buy)	$0.01	04/14/2004		C			611	11/05/2003	12/20/2004	Common Stock	611	$0	0	I	See Footnote(2)
Common Stock Purchase Warrant (right to buy)	$0.01	04/14/2004		C			1,212	11/05/2003	02/07/2006	Common Stock	1,212	$0	0	I	See Footnote(2)
Common Stock Purchase Warrant (right to buy)	$0.01	04/14/2004		C			1,734	11/05/2003	06/20/2005	Common Stock	1,734	$0	0	I	See Footnote(2)
Common Stock Purchase Warrant (right to buy)	$0.01	04/14/2004		C			867	11/05/2003	07/13/2005	Common Stock	867	$0	0	I	See Footnote(2)
Common Stock Purchase Warrant (right to buy)	$0.01	04/14/2004		C			867	11/05/2003	06/20/2005	Common Stock	867	$0	0	I	See Footnote(2)
Common Stock Purchase Warrant (right to buy)	$0.01	04/14/2004		C			867	11/05/2003	09/27/2005	Common Stock	867	$0	0	I	See Footnote(2)
Common Stock Purchase Warrant (right to buy)	$0.01	04/14/2004		C			867	11/05/2003	10/27/2005	Common Stock	867	$0	0	I	See Footnote(2)
Common Stock Purchase Warrant (right to buy)	$0.01	04/14/2004		C			1,190	11/05/2003	01/10/2006	Common Stock	1,190	$0	0	I	See Footnote(2)
Common Stock Purchase Warrant (right to buy)	$0.01	04/14/2004		C			1,222	11/05/2003	09/30/2006	Common Stock	1,222	$0	0	I	See Footnote(2)
Common Stock Purchase Warrant (right to buy)	$0.01	04/14/2004		C			2,464	11/05/2003	06/11/2006	Common Stock	2,464	$0	0	I	See Footnote(2)
Non-Qualified Stock Option (Right to buy)	$0.72	04/14/2004		M			12,500	03/17/2003	03/17/2009	Common Stock	12,500	$0	0	D
Non-Qualified Stock Option (Right to buy)	$1.3	04/14/2004		M			3,750	(3)	11/14/2010	Common Stock	3,750	$0	1,250	D
Non-Qualified Stock Option (Right to buy)	$2	04/14/2004		M			2,500	(4)	11/20/2011	Common Stock	2,500	$0	2,500	D
Non-Qualified Stock Option (Right to buy)	$2	04/14/2004		M			1,250	(5)	11/20/2012	Common Stock	1,250	$0	3,750	D

Explanation of Responses:

1. See Exhibit 99.1 attached hereto.

2. See Exhibit 99.1 attached hereto.

3. See Exhibit 99.1 attached hereto.

4. See Exhibit 99.1 attached hereto.

5. See Exhibit 99.1 attached hereto.

	/s/ Jeffrey I. Martin, Authorized Signer	04/15/2004
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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