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* WRIGHT DAVID P (Last) (First) (Middle) C/O PHARMATHENE, INC. ONE PARK PLACE, SUITE 450 (Street) ANNAPOLIS MD 21401 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HEALTHCARE ACQUISITION CORP [ PIP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) X Other (specify below) Chief Executive Officer / Member of Section 13(d) Group
	3. Date of Earliest Transaction (Month/Day/Year) 08/03/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year) 08/08/2007	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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, $0.0001 par value per share	08/03/2007		J(1)		50,542(2)	A	(3)	100,542	D
Common Stock, $0.0001 par value per share	08/10/2007		J(1)		1,274(4)	A	(3)	101,816	D

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
Stock Option (right to buy)	$3.28	08/03/2007		A		52,044		07/15/2003	07/15/2013	Common Stock	52,044	(5)	52,044	D
Stock Option (right to buy)	$4.22	08/03/2007		A		41,006		01/18/2005	01/18/2015	Common Stock	41,006	(5)	41,006	D
Stock Option (right to buy)	$4.22	08/03/2007		A		6,420		01/01/2006	01/01/2016	Common Stock	6,420	(5)	6,420	D
Stock Option (right to buy)	$4.22	08/03/2007		A		4,063		01/04/2007	01/04/2017	Common Stock	4,063	(5)	4,063	D
Unsecured Convertible Note	$10	08/03/2007		A		5,313		08/03/2007	08/03/2009	Common Stock	5,313	(6)	5,313	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of January 19, 2007, the Issuer, PAI Acquisition Corp., a Delaware Corporation and a direct wholly-owned subsidiary of the Issuer ("Merger Sub"), and PharmAthene, Inc., a privately held Delaware corporation ("Target"), Merger Sub merged with and into Target as a result of which Target became a wholly-owned subsidiary of the Issuer (the "Merger").

2. Received in the Merger in exchange for 1,015,520 shares of Target common stock. The merger agreement provides that the former stockholders of Target may receive additional shares of the Issuer common stock if holders of more than 5% of the Issuer common stock exercise their conversion rights which was to be determined within 3 business days following the effective date of the merger (8/8/07) (the "Adjustment Shares"). The Reporting Person's right to receive a pro rata portion of the Adjustment Shares pursuant to this right became fixed and irrevocable on August 3, 2007, the effective date of the merger. The calculation of the Adjustment Shares issuable was finalized on August 9, 2007. See Note 4 below.

3. On August 3, 2007, the effective date of the Merger, the closing price of the Issuer's common stock was $6.16 per share.

4. On August 9, 2007, the pro rata portion of the Adjustment Shares to be received by the Reporting Person was determined.

5. Received in the Merger in exchange for 2,284,326 stock options of the Target, issuable upon exercise.

6. Received in the Merger in exchange for a convertible note of the Target in the principal amount of $50,000 (plus accrued interest). Immediately convertible into shares of common stock of Issuer at the rate of $10 per share.

Remarks:

This amendment is being filed to reflect the issuance of the Adjustment Shares noted in Notes 2 and 4 above.

	/s/ David P. Wright	08/17/2007
	** 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.