SEC FORM 4 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
 
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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)
08/16/2004
4. 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 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) 08/16/2004 P 200 A $5.1 7,450 I FNYT Account(2)
Common Stock 08/16/2004 S 200 D $5.5 7,250 I FNYT Account(2)
Common Stock 1,768,850 I Through Master Fund(3)
Common Stock 225,000 D(4)
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
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)
1. Name and Address of Reporting Person*
Cho Michael

(Last) (First) (Middle)
850 THIRD AVENUE
21ST FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is being filed by Joseph Edelman, Michael Cho, Perceptive Life Sciences Master Fund Ltd. ("Master Fund") and Perceptive Advisors LLC ("Advisors").
2. These securities are held in an account of First New York Trading, LLC ("FNYT"). In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held through the FNYT account is reported herein. Each of Mr. Edelman and Mr. Cho disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, beneficial ownership of any such securities or with respect to such transactions, as applicable, except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Edelman or Mr. Cho is the beneficial owner of such securities or with respect to such transactions, as applicable, for purposes of Section 16 or for any other purposes. Each of the Master Fund and the Advisors disclaims beneficial ownership, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, of any such securities.
3. These securities are being held by Master Fund, of which Advisors is the investment advisor. Mr. Edelman is the managing member of Advisors. 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. Each of Mr. Edelman and Advisors 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/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. Mr. Cho disclaims beneficial ownership, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, of any such securities.
4. These securities are held directly by Mr. Edelman.
/s/ Joseph Edelman 08/18/2004
** 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.
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                                                                    Exhibit 99.1

                             Joint Filer Information

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

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)   August 16, 2004

The undersigned, Michael Cho, Perceptive Life Sciences Master Fund Ltd. and
Perceptive Advisors LLC are jointly filing the attached Statement of Changes in
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


/s/ Michael Cho
- -------------------------------------
Michael Cho

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