| 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
VALENTIS INC [ VLTS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2003 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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, $.001 par value | 12/31/2003 | P | 487,805 | A | $2.05(1)(2) | 1,892,334 | D(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 | ||||||||
| Common Stock Purchase Warrant (right to buy) | $3(1)(2) | 12/31/2003 | P | 195,122 | 12/31/2003 | 12/31/2008 | Common Stock | 195,122 | $0.00(1)(2) | 195,122 | D(3)(4) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. Perseus-Soros BioPharmaceutical Fund, L.P. ("Perseus-Soros") acquired a Common Stock Purchase Warrant (the "Warrant") to acquire 195,122 shares of Common Stock. The aggregate purchase price of the Common Stock purchased as reported in Table I and the Warrant was $1 million. The Common Stock underlying the Warrant may be purchased at a price per share equal to $3.00 (the "Exercise Price"). The Exercise Price and the number of shares issuable upon exercise of the Warrant will be subject to adjustment upon the occurrence of certain events as set forth in the Warrant. |
| 2. Further, exercise of the Warrant may be restricted based on the number of securities the holder thereof would be deemed to beneficially own upon exercise thereof. The Warrant is exercisable at any time, from the date of issuance until the five year anniversary thereof (the "Expiration Date"). At the Expiration Date, the Warrant may be automatically exercised on a "cashless exercise" basis if the market price on such date is greater than 102% of the Exercise Price. In the event that the volume-weighted market price of the Common Stock exceeds $5.00 for thirty consecutive trading days, the Company may require exercise of the Warrant. |
| 3. All of the securities reported herein are held for the account of Perseus-Soros. Perseus-Soros Partners, LLC, a Delaware limited liability company ("Perseus-Soros Partners"), is the general partner of Perseus-Soros. Perseus BioTech Fund Partners, LLC, a Delaware limited liability company ("Perseus Partners"), and SFM Participation, L.P., a Delaware limited partnership ("SFM Participation"), are the managing members of Perseus-Soros Partners. Perseus EC, LLC, a Delaware limited liability company ("Perseus EC"), is the managing member of Perseus Partners. Perseuspur, LLC, a Delaware limited liability company ("Perseuspur"), is a member of Perseus EC. Mr. Frank H. Pearl ("Mr. Pearl") is the sole member of Perseuspur. |
| 4. SFM AH LLC, a Delaware limited liability company ("SFM AH"), is the general partner of SFM Participation. The sole managing member of SFM AH is Soros Fund Management LLC, a Delaware limited liability company ("SFM LLC"). Mr. George Soros serves as Chairman of SFM LLC. |
| Remarks: |
| (5) Mr. Brown is signing in his capacity as Ass't General Counsel of Soros Fund Management LLC,as Managing Member of SFM AH LLC, as General Partner of SFM Participation,L.P., as Managing Member of Perseus-Soros Partners, LLC, as General Partner of Perseus-Soros Biopharmaceutical Fund, L.P. (6) Mr.Brown is signing in his capacity as Ass't General Counsel of Soros Fund Management LLC,as Managing Member of SFM AH LLC,as General Partner of SFM Participation,L.P.,as Managing Member of Perseus-Soros Partners,LLC. (7) Mr.Brown is signing in his capacity as Ass't General Counsel of Soros Fund Management LLC,as Managing Member of SFM AH LLC, as General Partner of SFM Participation,L. P. (8) Mr.Brown is signing in his capacity as Ass't General Counsel of Soros Fund Management LLC, as Managing Member of SFM AH LLC. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934,as amended (the "Act"),Perseus-Soros Partners,Perseus Partners,SFM Participation,Perseus EC,Persuspur,Mr.Pearl, SFM AH, Mr. Soros and SFM LLC are deemed to be beneficial owners of the shares beneficially owned by Perseus-Soros only to the extent of the greater of his or its respective direct or indirect interest in the profits or capital account of Perseus-Soros.Pursuant to Rule 16a-1(a)(4) under the Act,this filing shall not be deemed an admission that Perseus-Soros Partners,Perseus Partners,SFM Participation,Perseus EC,Persuspur,Mr. Pearl,SFM AH,Mr.Soros or SFM LLC is,for purposes of Section 16 of the Act or otherwise,the beneficial owner of any securities owned by Perseus-Soros in excess of such amount. Exhibit List: Exhibit 24.1: Power of Attorney dtd 10/30/02 appointing each of Armando T. Belly,Jodye Anzalotta,John F.Brown, Maryann Canfield,Richard D.Holahan,Jr.and Robert Soros as Attorney-In-Fact for George Soros. Exhibit 24.2: Power of Attorney,dtd 4/9/03, appointing Rodd Macklin as Attorney-in-Fact for Frank H.Pearl. |
| John F. Brown, Perseus-Soros BioPharmaceutical Fund, L.P. (5) | 01/05/2004 | |
| John F. Brown, Perseus-Soros Partners, LLC (6) | 01/05/2004 | |
| Rodd Macklin, Secretary and Treasurer, Perseus Biotech Fund Partners, LLC | 01/05/2004 | |
| Rodd Macklin, Secretary and Treasurer, Perseus EC, L.L.C. | 01/05/2004 | |
| Rodd Macklin, Secretary and Treasurer, Perseuspur, LLC | 01/05/2004 | |
| Rodd Macklin, Attorney-in-Fact, Mr. Frank H. Pearl | 01/05/2004 | |
| John F. Brown, SFM Participation, L.P. (7) | 01/05/2004 | |
| John F. Brown, SFM AH LLC (8) | 01/05/2004 | |
| John F. Brown, Attorney-in-Fact, Mr. George Soros | 01/05/2004 | |
| John F. Brown, Assistant General Counsel, Soros Fund Management LLC | 01/05/2004 | |
| ** 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. | ||
| 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. | ||