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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FORTUNE PATRICK J C/O EPIX PHARMACEUTICALS, INC. 4 MAGUIRE ROAD LEXINGTON, MA 02421 |
X |
/s/ Kim Cobleigh Drapkin, Attorney-in-Fact | 03/04/2008 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represents shares issued pro rata to the funds listed in Footnote 2 pursuant to the second and final milestone payment obligation payable to the stockholders, option holders and warrant holders of Predix Pharmaceuticals Holdings, Inc. ("Predix") on October 29, 2007 pursuant to that certain merger agreement by and among the Issuer, EPIX Delaware, Inc. and Predix. Using a formula set forth by the merger agreement, the amount of milestone shares issuable was determined on October 19, 2007 by calculating 75% of the average closing price of EPIX common stock on the NASDAQ Global Market over the 30 trading days ending on October 19, 2007. |
(2) | Includes 1,095,576 shares held by Boston Millennia Partners II Limited Partnership; 156,008 shares held by Boston Millennia Partners GmbH & Co. KG; 52,479 shares held by Boston Millennia Partners II-A Limited Partnership; 9,849 shares held by Strategic Advisors Fund Limited Partnership; and 5,209 shares held by Boston Millennia Associates II Partnership. Dr. Fortune is a partner at Boston Millennia Partners, the sponsor of these investment funds, and as such may be deemed to share voting and/or dispositive power over these securities. Dr. Fortune disclaims beneficial ownership except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |