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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) | $ 2.33 | 11/09/2009 | M(5)(6) | 17,500 | (9) | 06/27/2017 | Common Stock | 17,500 | $ 0 | 0 | D | ||||
| Stock option (right to buy) | $ 2.75 | 11/09/2009 | M(5)(6) | 17,500 | (10) | 06/27/2018 | Common Stock | 17,500 | $ 0 | 0 | D | ||||
| Stock option (right to buy) | $ 28.95 | (11) | 06/09/2014 | Common Stock | 3,333 (2) | 3,333 | D (12) | ||||||||
| Stock option (right to buy) | $ 8.46 | (13) | 06/13/2015 | Common Stock | 3,333 (2) | 3,333 | D (12) | ||||||||
| Stock option (right to buy) | $ 6.63 | (14) | 05/04/2016 | Common Stock | 35,000 | 35,000 | D (15) | ||||||||
| Stock option (right to buy) | $ 6.63 | (16) | 05/04/2016 | Common Stock | 2,500 | 2,500 | D (15) | ||||||||
| Stock option (right to buy) | $ 6.23 | (17) | 09/01/2018 | Common Stock | 300,000 | 300,000 | D | ||||||||
| Stock option (right to buy) | $ 3.16 | (18) | 03/31/2019 | Common Stock | 37,500 | 37,500 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| PHILLIPS BARCLAY A C/O MICROMET, INC. 6707 DEMOCRACY BLVD., SUITE 505 BETHESDA, MD 20817 |
SVP / Chief Financial Officer | |||
| /s/ Brian F. Leaf, attorney-in-fact | 11/12/2009 | |
| **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) | The Reporting Person separated from Vector Fund Management on August 29, 2008 and as of that date no longer had or shared any voting or dispositive authority over the shares of the Issuer held by the investment funds managed by Vector Fund Management (the "Funds"). As a result, effective August 29, 2008, the Reporting Person ceased to have beneficial ownership of the securities held by the Funds. |
| (2) | Shares reported are shown after a 1-for-3 reverse stock split effected by the Issuer on May 5, 2006. |
| (3) | Shares are held by Vector Later-Stage Equity Fund II (QP), LP. Prior to August 29, 2008, the Reporting Person was the managing member of Vector Fund Management II, L.L.C., which is the general partner of Vector Later-Stage Equity Fund II (QP), L.P. |
| (4) | Shares are held by Vector Later-Stage Equity Fund II, LP. Prior to August 29, 2008, the Reporting Person was the managing member of Vector Fund Management II, L.L.C., which is the general partner of Vector Later-Stage Equity Fund II, L.P. |
| (5) | This option was exercised at the direction of Vector Fund Management. This option was held by the Reporting Person in his capacity as a director of the Issuer prior to his separation from Vector Fund Management. Under the terms of the Reporting Person's agreement with Vector Fund Management, the option was held for the benefit of the Funds and the net proceeds from such exercise will be forwarded to the Funds. |
| (6) | In connection with the wind down of the Funds, the option was exercised by the Reporting Person at the direction of Vector Fund Management, the underlying shares were sold by the Reporting Person at the direction of Vector Fund Management, and the proceeds of the sale were remitted to the Funds for distribution to the Funds' limited partners. The Reporting Person disclaims beneficial ownership over such shares, except to the extent of his pecuniary interest therein. |
| (7) | Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $6.00 to $6.29 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| (8) | Shares are held by Dean Witter Reynolds, custodian for Barclay A. Phillips, IRA Rollover. |
| (9) | This option vested in 12 equal monthly installments through June 28, 2008. |
| (10) | This option vested in 12 equal monthly installments through June 27, 2009. |
| (11) | This option vested in 12 equal monthly installments through June 10, 2005. |
| (12) | This option was received by the Reporting Person in his capacity as a director of the Issuer prior to his separation from Vector Fund. Under the terms of the Reporting Person's agreement with Vector Fund Management, this option was originally held for the benefit of Vector Fund Management. Pursuant to an agreement between the Reporting Person and Vector Fund Management in connection with the wind down of the Funds, the Reporting Person now holds this option for his own account. |
| (13) | This option vested in 12 equal monthly installments through June 14, 2006. |
| (14) | This option vested in 36 equal monthly installments through May 5, 2009. |
| (15) | This option was received by the Reporting Person in his capacity as a director of the Issuer prior to his separation from Vector Fund. In connection with the wind down of the Funds, the Reporting Person continues to hold this option for the benefit of Vector Fund Management or its assigns. The Reporting Person disclaims beneficial ownership over such shares, except to the extent of his pecuniary interest therein. |
| (16) | This option vested in 12 equal monthly installments through May 5, 2007. |
| (17) | Twenty-five percent of the shares underlying the option vested on September 1, 2009, the first anniversary of the date of grant, with the remainder vesting in 36 equal monthly installments thereafter through September 1, 2012. |
| (18) | This option vests in 36 equal monthly installments through April 1, 2012. |
| Remarks: The option exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 15, 2009. | |