SFM PARTICIPATION LP 4
4 · BIOENVISION INC · Filed Dec 15, 2004
Insider Transaction Report
Form 4
BIOENVISION INCBIVN
PERSEUS SOROS PARTNERS LLC
10% OwnerOther
Transactions
- 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
2004-12-13−1,423,318→ 451,726 total(indirect: See footnotes) - Conversion
Series A Convertible Participating Preferred Stock
2004-12-13−750,000→ 2,250,000 total(indirect: See footnotes)→ Common Stock (1,500,000 underlying)
Footnotes (5)
- [F1]The securities reported herein are held for the account of Perseus-Soros BioPharmaceutical Fund, LP ("Perseus-Soros") and Perseus-Soros Partners, LLC, a Delaware limited liability company ("Perseus-Soros Partners"). 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-Soros Partners, Perseus Partners, SFM Participation and SFM AH LLC may be deemed to beneficially own the 375,044 shares directly beneficially owned by Perseus-Soros and the 76,682 shares directly beneficially owned by Perseus-Soros Partners.
- [F2]SFM AH LLC, a Delaware limited liability company ("SFM AH"), is the general partner of SFM Participation.
- [F3]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 the Issuer's Common Stock distributed to Perseus-Soros Partners, LLC, the sole general partner of Perseus-Soros. No consideration was paid in connection with this distribution.
- [F4]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.
- [F5]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, and SFM AH, are deemed to be beneficial owners of the shares beneficially owned by Perseus-Soros or Perseus-Soros Partners only to the extent of the greater of its respective direct or indirect interest in the profits or capital account of Perseus-Soros or Perseus-Soros Partners. 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, or SFM AH, for purposes of Section 16 of the Act or otherwise, is the beneficial owner of any securities owned by Perseus-Soros or Perseus-Soros Partners in excess of such amount.