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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 | ||||||||
| Common Stock Warrant (2) | $ 2.231 (3) | 05/08/2008 | J(4) | 1,000,000 | 12/29/2007 | 12/29/2012 | Common Stock, par value $0.01/share | 1,000,000 | $ 0 (4) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| J.P. Morgan Ventures CORP 270 PARK AVENUE NEW YORK, NY 10260-0060 |
X | |||
| Margaret McGuinness | 05/12/2008 | |
| **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) | As provided in the Agreement and Plan of Merger, dated March 10, 2008, by and among Cytogen Corporation, EUSA Pharma Inc. and EUSA Pharma (USA), Inc. (the "Merger"), these shares were cancelled and converted into the right to receive $0.62 per share in connection with the Merger. |
| (2) | Warrants were issued by the Company to the Reporting Person on June 28,2007.Pursuant to Section2(d) of the Warrant,the Reporting Person does not have the right to exercise any portion of the Warrant after the Initial Exercise Date(December 29, 2007)to the extent that,after giving effect to such exercise,the Reporting Person would beneficially own in excess of the Beneficial Ownership Limitation(4.99%of the shares outstanding immediately after such exercise).In addition,Section2(d) of the Warrant further provides that the Reporting Person can waive the Beneficial Ownership Limitation of 4.99%and increase it to 9.99%with 61days notice to the Company,but the Beneficial Ownership Limitation may not be further waived.The Reporting Person has not provided notice of such waiver to theCompanyAccordingly,for purposes of calculating whenJ.P.Morgan Ventures Corp.became a 10%beneficial owner of the Issuer's common equity securities,the Reporting Person is not the beneficial owner ofthe Warrants |
| (3) | Conversion ratio of one warrant into one share of Common Stock. |
| (4) | Pursuant to Section 3(d) of the Common Stock Purchase Warrant issued June 28, 2007 (the "Warrant"), the Warrants have been surrendered and cancelled as of May 8, 2008 and converted into the right to receive the cash value of the Warrant in accordance with the Black Scholes Option Pricing Model as specified in Section 3(d) of the Warrant. As of the date of this filing, the Company has not advised the holder of the final cash value of the Warrant. |