View:
Download DOC
Download PDF
Download XLS
SEC FORM 4/A SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
EDELMAN JOSEPH
(Last) (First) (Middle)
C/O FIRST NEW YORK SECURITIES
850 THIRD AVENUE, 8TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BIOSANTE PHARMACEUTICALS INC [ BPA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/14/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
05/11/2004 		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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock(1) 05/14/2004 P 650,000 A $6(4) 1,700,000 I Through Master Fund(2)
Common Stock 225,000 D(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $7 05/14/2004 P 97,500 11/15/2004 08/13/2009 Common Stock 97,500 $0(4) 97,500 I Through Master Fund(2)
1. Name and Address of Reporting Person*
EDELMAN JOSEPH
(Last) (First) (Middle)
C/O FIRST NEW YORK SECURITIES
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. This Form 4 amends in its entirety the Form 4 filed by the Reporting Persons on May 12, 2004. The purpose of this amendment is to (i) correct the transaction date reported in the original Form 4 and (ii) report the acquisition of warrants by the Reporting Persons which had not been reported in the original Form 4.
2. This transaction was effected through Perceptive Life Sciences Master Fund ("Master Fund"). Master Fund and its investment advisor, Perceptive Advisors LLC ("Advisors"), are jointly filing this statement with Mr. Edelman, the managing member of Advisors, as described on the Joint Filer Information Statement attached as an exhibit hereto. In accordance with Instruction 4(b)(iv) to Form 4, 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 any such securities, except to the extent of its 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.
3. These shares are held directly by Mr. Edelman.
4. The shares and warrants acquired on May 14, 2004 were issued as part of a private placement transaction with the Issuer.
/s/ Joseph Edelman 05/18/2004
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
                                                                    Exhibit 99.1

                             Joint Filer Information

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

IRS I.D. No.:   980338943 (Master Fund)                  52-2291758 (Advisors)

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. (BPA)

Date of Earliest Transaction (Month/Day/Year)   May 14, 2004

The undersigned, Perceptive Life Sciences Master Fund Ltd. and Perceptive
Advisors LLC are jointly filing the attached Initial Statement of Beneficial
Ownership on Form 4 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


                                                                     Page 3 of 3