LITTLECHILD JOHN W 4

4 · NITROMED INC · Filed Apr 28, 2009

Form 4

Period: 2009-04-24

Director

Transactions

Disposition to Issuer
Stock Option (Right to Buy)
2009-04-24−3,750→ 0 total
Exercise: $2.00→ Common Stock (3,750 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2009-04-24−15,000→ 0 total
Exercise: $4.12→ Common Stock (15,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2009-04-24−15,000→ 0 total
Exercise: $1.14→ Common Stock (15,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2009-04-24−2,500→ 0 total
Exercise: $2.00→ Common Stock (2,500 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2009-04-24−10,000→ 0 total
Exercise: $6.95→ Common Stock (10,000 underlying)
Disposition to Issuer
Common Stock
2009-04-24$0.86/sh−66,762$57,315→ 0 total
Disposition to Issuer
Stock Option (Right to Buy)
2009-04-24−15,000→ 0 total
Exercise: $14.99→ Common Stock (15,000 underlying)
Disposition to Issuer
Common Stock
2009-04-24$0.86/sh−3,239,598$2,781,195→ 0 total(indirect: By Partnership)
Disposition to Issuer
Stock Option (Right to Buy)
2009-04-24−3,125→ 0 total
Exercise: $1.30→ Common Stock (3,125 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2009-04-24−15,000→ 0 total
Exercise: $2.67→ Common Stock (15,000 underlying)

Footnotes (3)

[F1]Pursuant to the terms of the Agreement and Plan of Merger dated January 27, 2009 among Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P., Deerfield Special Situations Fund, L.P., Deerfield Special Situations Fund International Limited, NTMD Parent Acquisition Corp., NTMD Acquisition Corp. and the Issuer (the "Merger"), each issued and outstanding share of common stock was automatically canceled and converted into the right to receive a per share amount equal to $0.8585 in cash.
[F2]1,240,788 of these shares were directly owned by HealthCare Ventures V, L.P. ("HCVV") and 1,998,810 of these shares were directly owned by HealthCare Ventures VI, L.P. ("HCVVI"). The Reporting Person is a general partner of each of HealthCare Partners V, L.P. and HealthCare Partners, VI, L.P., the General Partners of each of HCVV and HCVVI, respectively. The Reporting Person disclaims beneficial ownership of those shares owned by each of HCVV and HCVVI except to the extent of his pecuniary interest therein.
[F3]This option was canceled in the Merger because its exercise price was greater than the merger consideration of $0.8585 per share.

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