PERSEUSPUR LLC 4
4 · BIOENVISION INC · Filed Dec 15, 2004
Insider Transaction Report
Form 4
BIOENVISION INCBIVN
PERSEUSPUR LLC
10% OwnerOther
Transactions
- Conversion
Series A Convertible Participating Preferred Stock
2004-12-13−750,000→ 2,250,000 total→ Common Stock (1,500,000 underlying) - Conversion
Common Stock, $0.001 par value ("Common Stock")
2004-12-13+1,500,000→ 1,875,044 total(indirect: See Footnotes) - Other
Common Stock
2004-12-13−1,355,826→ 519,218 total(indirect: See Footnotes)
Footnotes (4)
- [F1]All of the securities reported herein are held for the account of Perseus-Soros BioPharmaceutical Fund, LP ("Perseus-Soros"), Perseus-Soros Partners, LLC, a Delaware limited liability company ("Perseus-Soros Partners"), and Perseus Biotech Investment, LLC ("PBI"). The Reporting Persons may be deemed to indirectly beneficially own the shares owned of record by these entities.
- [F2]On December 13, 2004, Perseus-Soros converted 750,000 shares of the Issuer's Series A Convertible Participating Preferred Stock ("Series A Preferred Stock") into 1,500,000 shares of common stock at a ratio of 2.0 shares of Common Stock for each share of Series A Preferred Stock. On that same date, Perseus-Soros distributed 1,500,000 shares of the Issuer's Common Stock to its partners in a pro rata distribution, including 76,682 shares of Issuer's Common Stock to Perseus-Soros Partners LLC, the sole general partner of Perseus-Soros, and 67,492 shares of the Issuer's Common Stock to PBI. No consideration was paid in connection with this distribution.
- [F3]Shares of Series A Preferred Stock are convertible into shares of common stock from the date of issuance, May 8, 2002, and any time thereafter. The conversion price of Series A Preferred Stock is equal to $1.50 per share of Common Stock, subject to adjustment upon the occurrence of certain events set forth in the Certificate of Designations for the Series A Preferred Stock. The number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock will be such number equal to the quotient obtained from dividing the then applicable liquidation amount of the share of Series A Preferred Stock by the then applicable conversion price as set forth in the Certificate of Designations for the Series A Preferred Stock. No consideration was paid by Perseus-Soros with respect to the conversion of the Series A Preferred Stock.
- [F4]Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), Perseuspur and Frank H. Pearl are deemed to be beneficial owners of the shares beneficially owned by Perseus-Soros, Perseus-Soros Partners or PBI 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, Perseus-Soros Partners or PBI. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that Perseuspur or Frank H. Pearl is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by Perseus-Soros, Perseus-Soros Partners or PBI in excess of such amount.