SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
EDELMAN JOSEPH

(Last) (First) (Middle)
C/O FIRST NEW YORK SECURITIES, LLC
850 THIRD AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/04/2003
3. Issuer Name and Ticker or Trading Symbol
BIOSANTE PHARMACEUTICALS INC [ BISP.OB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001(1) 225,000 D(2)
Common Stock, par value $0.0001 1,392,400 I(3) Through Perceptive Life Sciences Master Fund(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Purchase Warrants 08/04/2003 08/04/2008 Common Stock 112,500 2.15 D(2)
Common Stock Purchase Warrants 08/04/2003 08/04/2008 Common Stock 550,000 2.15 I(3) Through Perceptive Life Sciences Master Fund(3)
1. Name and Address of Reporting Person*
EDELMAN JOSEPH

(Last) (First) (Middle)
C/O FIRST NEW YORK SECURITIES, LLC
850 THIRD AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PERCEPTIVE LIFE SCIENCES MASTER FUND LTD

(Last) (First) (Middle)
5437 CONNECTICUT AVE NW STE 100

(Street)
WASHINGTON DC 20015

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PERCEPTIVE ADVISORS LLC

(Last) (First) (Middle)
PERCEPTIVE CAPITAL
5437 CONNECTICUT AVENUE NW STE 100

(Street)
WASHINGTON DC 20015

(City) (State) (Zip)
Explanation of Responses:
1. (1) This Form 3 is being filed by Joseph Edelman, Perceptive Life Sciences Master Fund Ltd. ("Master Fund") and Perceptive Advisors LLC ("Advisors").
2. (2) These securities are held directly by Mr. Edelman.
3. (3) These securities are held by Master Fund of which Advisors is the investment advisor. As managing member of Advisors Mr. Edelman has the sole power to vote and dispose of the securities held by Master Fund. In accordance with Instruction 5(b)(iv) of Form 3, the entire amount of the Issuer's securities held by Master Fund is reported herein. Mr. Edelman and Advisors each disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, beneficial ownership of such securities, except to the extent of its/his indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Edelman or Advisors is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
Joseph Edelman 08/13/2003
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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                                                         Joint Filer Information

Names:     Perceptive Life Sciences Master Fund Ltd. and Perceptive Advisors LLC

Address:   c/o First New York Securities, LLC
           850 Third Avenue, 8th Floor
           New York, New York 10022

Designated Filer:                       Joseph Edelman

Issuer and Ticker Symbol:               Biosante Pharmaceuticals, Inc. (BISP.OB)

Date of Event requiring Statement:      August 4, 2003

The undersigned, Perceptive Life Sciences Master Fund Ltd. and Perceptive
Advisors LLC are jointly filing the attached Initial Statement of Beneficial
Ownership on Form 3 with Joseph Edelman with respect to the beneficial ownership
of securities of Biosante Pharmaceuticals, Inc.

PERCEPTIVE LIFE SCIENCES                            PERCEPTIVE ADVISORS LLC
MASTER FUND LTD.

By:   Perceptive Advisors LLC, its investment
        advisor


By: /s/ Joseph Edelman                              By: /s/ Joseph Edelman
    -----------------------                             ------------------------
Name:  Joseph Edelman                               Name:  Joseph Edelman
Title: Managing Member                              Title: Managing Member