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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 | ||||||||
| Stock Option (right to buy) (1) | $ 6.63 | 05/05/2006 | A | 35,000 | (4) | 05/04/2016 | Common Stock | 35,000 | $ 0 | 35,000 | D | ||||
| Stock Option (right to buy) (1) | $ 6.63 | 05/05/2006 | A | 5,000 | (5) | 05/04/2016 | Common Stock | 5,000 | $ 0 | 40,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BENJAMIN JERRY C/O ADVENT VENTURE PARTNERS 25 BUCKINGHAM GATE LONDON, X0 SW1E 6LD |
X | X | ||
| /s/ Alex Driggs, attorney-in-fact | 05/09/2006 | |
| **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) | All shares reported herein are shown after the effects of a 1-for-3 reverse stock split effected by the Issuer on May 5, 2006. |
| (2) | Received in exchange for 672,519 shares of common stock of Micromet Holdings, Inc., a privately held company, in connection with the merger of Carlsbad Acquisition Corp., a wholly-owned subsidiary of the Issuer, into Micromet Holdings, Inc. (the "Merger"). On the effective date of the Merger, the closing price of the Issuer's common stock was $2.17 per share. |
| (3) | Consists of: (i) 1,785,787 shares held of record by Advent Private Equity Fund III ?A? Limited Partnership; (ii) 874,759 shares held of record by Advent Private Equity Fund III ?B? Limited Partnership; (iii) 244,118 shares held of record by Advent Private Equity Fund III ?C? Limited Partnership; (iv) 480,071 shares held of record by Advent Private Equity Fund III ?D? Limited Partnership; (v) 69,111 shares held of record by Advent Private Equity Fund III GmbH & Co. KG; (vi) 57,189 shares held of record by Advent Private Equity Fund III Affiliates Limited Partnership; and (vii) 17,840 shares held of record by Advent Management III Limited Partnership. The reporting person is a general partner of each of the foregoing entities. The reporting person disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein. |
| (4) | The option vests over three years, in 36 equal monthly installments. |
| (5) | The option vests over one year, in equal monthly installments. |