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^*

RUCH JOSHUA

(Last)

(First)

(Middle)

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VERENIUM CORP [ VRNM ]

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)
10/31/2013

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	10/31/2013		D		482,190⁽¹⁾	D	$4	0	I	See Footnote⁽²⁾⁽³⁾
Common Stock	10/31/2013		D		20	D	$4	0	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)
Non-Qualified Stock Option (right to buy)	$2.14	10/31/2013		D			6,000	⁽⁴⁾	05/26/2021	Common Stock	6,000	⁽⁴⁾	0	D
NNon-Qualified Stock Option (right to buy)	$2.29	10/31/2013		D			6,000	⁽⁴⁾	06/17/2023	Common Stock	6,000	⁽⁴⁾	0	D
Non-Qualified Stock Option (right to buy)	$3	10/31/2013		D			1,655	⁽⁴⁾	06/16/2020	Common Stock	1,655	⁽⁴⁾	0	D
Non-Qualified Stock Option (right to buy)	$3.05	10/31/2013		D			428	⁽⁴⁾	06/15/2020	Common Stock	428	⁽⁴⁾	0	D
Non-Qualified Stock Option (right to buy)	$3.42	10/31/2013		D			6,000	⁽⁴⁾	06/21/2022	Common Stock	6,000	⁽⁴⁾	0	D
Non-Qualified Stock Option (right to buy)	$3.85	10/31/2013		D			6,249	⁽⁴⁾	11/12/2019	Common Stock	6,249	⁽⁴⁾	0	D
Warrant (right to buy)	$22.44	10/31/2013		D			5,753	⁽⁵⁾	12/06/2016	Common Stock	5,753	⁽⁵⁾	0	I	See Footnote⁽⁶⁾
Warrant (right to buy)	$823.92	10/31/2013		D			35	⁽⁵⁾	08/05/2015	Common Stock	35	⁽⁵⁾	0	I	See Footnote⁽⁷⁾

Explanation of Responses:

1. Pursuant the terms of that certain Agreement and Plan of Merger, dated as of September 19, 2013, by and among Verenium Corporation ("Verenium"), BASF Corporation and Pastinaca Acquisition Inc. (the "Merger Agreement") and the Offer (as defined in the Merger Agreement), each share of Verenium common stock was validly tendered for $4.00 per share in cash, subject to any required withholding of taxes.

2. 188,223 shares tendered by Pinnacle Management Trust II ("Pinnacle Trust II"), 58,999 shares tendered by Rho Ventures IV Holdings LLC (received in a distribution (the "RMT I Distribution") from Rho Management Trust I on 12/20/11, without consideration) ("RV IV Holdings"), 27,077 shares tendered by Rho Ventures IV, L.P. ("RV IV LP"), 63,751 shares tendered by Rho Ventures IV (QP), L.P. ("RV IV QP"), 66,434 shares tendered by Rho Ventures IV GmbH & Co. Beteiligungs KG ("RV IV KG"), 641 shares tendered by Rho Investment Partners Holdings LLC (received in a distribution from Pinnacle Trust II on 12/20/11, without consideration) ("RIP LLC"), 73,019 shares tendered by Pinnacle Investment Partners "H" L.P. ("Pinnacle H"), 3,993 shares tendered by Pinnacle Management Partners, L.P. ("Pinnacle MP"), 41 shares tendered by Mr. Ruch's 401(k) Plan and 12 shares tendered by family of Mr. Ruch.

3. Mr. Ruch is (a) a managing member of Atlas Capital Holding L.L.C., which is the general partner of Pinnacle MP, which is the investment advisor to Pinnacle Trust II and the general partner of Pinnacle H, (b) a managing member of Rho Management Ventures IV, L.L.C., which is the general partner of RV IV LP and RV IV QP and the managing member of RV IV Holdings, (c) a managing director of Rho Capital Partners Verwaltungs GmbH, which is the general partner of RV IV KG, and (d) a managing member of Rho Capital Partners LLC, which is the managing member of RIP LLC. Mr. Ruch disclaims beneficial ownership of all of the shares held by the entities set forth in Footnote 2 except to the extent of his pecuniary interest therein.

4. Pursuant the terms of the Merger Agreement, each stock option held by the Reporting Person that was outstanding and unexercised as of the Purchase Time (as defined in the Merger Agreement), whether or not vested, was cancelled and converted into the right to receive $4.00 per share (minus the exercise price of the option) in cash, subject to any required withholding of taxes.

5. Under the terms of the Merger Agreement, all warrants having an exercise price in excess of $4.00 per share were terminated for no consideration.

6. 1,767 were owned by RV IV KG, 721 were owned by RV IV LP, 1,696 were owned by RV IV QP and 1,569 were owned by RV IV Holdings (received in the RMT I Distribution, without consideration). Mr. Ruch disclaims beneficial ownership of all of the warrants held by these entities except to the extent of his pecuniary interest therein.

7. 11 were owned by RV IV KG, 4 were owned by RV IV LP, 10 were owned by RV IV QP and 10 were owned by RV IV Holdings (received in the RMT I Distribution, without consideration). Mr. Ruch disclaims beneficial ownership of all of the warrants held by these entities except to the extent of his pecuniary interest therein.

	s/ Joshua Ruch	11/04/2013
	** Signature of Reporting Person	Date
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