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^*

Baker Bros. Capital (GP), LLC

(Last)

(First)

(Middle)

667 MADISON AVE

(Street)

NEW YORK

10021

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VIROPHARMA INC [ VPHM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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⁽¹⁾	02/27/2006		S		10,937⁽³⁾	D	$21.743	270,842⁽⁴⁾	I	See Footnote⁽²⁾
Common Stock⁽¹⁾	02/27/2006		S		11,068⁽⁵⁾	D	$21.7242	259,774⁽⁶⁾	I	See Footnote⁽²⁾
Common Stock⁽¹⁾	02/27/2006		S		2,481⁽⁷⁾	D	$21.5799	257,293⁽⁸⁾	I	See Footnote⁽²⁾
Common Stock⁽¹⁾	02/28/2006		S		45⁽⁹⁾	D	$21.8063	257,248⁽¹⁰⁾	I	See Footnote⁽²⁾
Common Stock⁽¹⁾	02/28/2006		S		16,231⁽¹¹⁾	D	$19.8953	241,017⁽¹²⁾	I	See Footnote⁽²⁾
Common Stock⁽¹⁾	02/28/2006		S		7,983⁽¹³⁾	D	$20.4109	233,034⁽¹⁴⁾	I	See Footnote⁽²⁾

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)

1. Name and Address of Reporting Person^*

Baker Bros. Capital (GP), LLC

(Last)

(First)

(Middle)

667 MADISON AVE

(Street)

NEW YORK

10021

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BAKER JULIAN

(Last)

(First)

(Middle)

667 MADISON AVENUE

(Street)

NEW YORK

10021

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BAKER FELIX

(Last)

(First)

(Middle)

667 MADISON AVENUE

(Street)

NEW YORK

10021

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. In addition to Baker Bros. Capital (GP), LLC, this Form 4 is being filed jointly by Julian C. Baker and Felix J. Baker, each of whom has the same business address as Baker Bros. Capital (GP), LLC and may be deemed to have a pecuniary interest in securities owned by it. Because of certain relationships with other security holders of the Issuer, the Reporting Persons are filing solely for informational purposes as if they were a member of a group with such shareholders. However, the Reporting Persons disclaim that they and any other person or persons, in fact constitute a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or Rule 13d-5 thereunder or that they are the beneficial owners of securities owned by any such other persons, and each of them disclaims beneficial ownership of securities reported herein except to the extent of their pecuniary interest, if any, therein.

2. Represents securities owned directly by Baker Bros. Investments, L.P., and Baker Bros. Investments II, L.P. Baker Bros. Investments, L.P. and Baker Bros. Investments II, L.P., are each limited partnerships of which the sole general partner is Baker Bros. Capital, L.P., a limited partnership of which the sole general partner is Baker Bros. Capital (GP), LLC. Felix J. Baker and Julian C. Baker are the controlling members of Baker Bros. Capital (GP), LLC.

3. Represents 5,586 shares of common stock sold directly by Baker Bros. Investments, L.P., and 5,351 shares of common stock sold directly by Baker Bros. Investments II, L.P.

4. Represents 171,982 shares of common stock owned directly by Baker Bros. Investments, L.P., and 98,860 shares of common stock owned directly by Baker Bros. Investments II, L.P.

5. Represents 5,652 shares of common stock sold directly by Baker Bros. Investments, L.P., and 5,416 shares of common stock sold directly by Baker Bros. Investments II, L.P.

6. Represents 166,330 shares of common stock owned directly by Baker Bros. Investments, L.P., and 93,444 shares of common stock owned directly by Baker Bros. Investments II, L.P.

7. Represents 1,267 shares of common stock sold directly by Baker Bros. Investments, L.P., and 1,214 shares of common stock sold directly by Baker Bros. Investments II, L.P.

8. Represents 165,063 shares of common stock owned directly by Baker Bros. Investments, L.P., and 92,230 shares of common stock owned directly by Baker Bros. Investments II, L.P.P.

9. Represents 23 shares of common stock sold directly by Baker Bros. Investments, L.P., and 22 shares of common stock sold directly by Baker Bros. Investments II, L.P.

10. Represents 165,040 shares of common stock owned directly by Baker Bros. Investments, L.P., and 92,208 shares of common stock owned directly by Baker Bros. Investments II, L.P.

11. Represents 8,289 shares of common stock sold directly by Baker Bros. Investments, L.P., and 7,942 shares of common stock sold directly by Baker Bros. Investments II, L.P.

12. Represents 156,751 shares of common stock owned directly by Baker Bros. Investments, L.P., and 84,266 shares of common stock owned directly by Baker Bros. Investments II, L.P.

13. Represents 4,078 shares of common stock sold directly by Baker Bros. Investments, L.P., and 3,905 shares of common stock sold directly by Baker Bros. Investments II, L.P.

14. Represents 152,673 shares of common stock owned directly by Baker Bros. Investments, L.P., and 80,361 shares of common stock owned directly by Baker Bros. Investments II, L.P.

	/s/ Julian C. Baker, as Managing Member of Baker Bros. Capital (GP), LLC	03/01/2006
	/s/ Julian C. Baker	03/01/2006
	/s/ Felix J. Baker	03/01/2006
	** 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.