SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* CAVANAUGH JAMES H (Last) (First) (Middle) C/O HEALTHCARE VENTURES LLC 44 NASSAU STREET (Street) PRINCETON NJ 08542 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/06/2007	3. Issuer Name and Ticker or Trading Symbol PHARMATHENE, INC [ HAQ ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 08/07/2007
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.0001 par value per share	3,317,243	I(1)	By Partnership(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
8% Convertible Note(2)	(3)	08/03/2009	Common Stock	181,505	10	I(1)	By Partnership
Stock Option (Right to Buy)(2)	(3)	09/11/2013	Common Stock	1,655	2.96	D
Stock Option (Right to Buy)(2)	(4)	01/18/2016	Common Stock	1,104	3.8	D

Explanation of Responses:

1. These securities are owned by HealthCare Ventures VII, L.P. ("HCVVII"). These securities are indirectly owned by HealthCare Partners VII, L.P. ("HCPVII"), the General Partner of HCVVII and James Cavanaugh, a general partner of HCPVII. Dr. Cavanaugh disclaims beneficial ownership of those securities in which he does not have a pecuniary interest and this report shall not be deemed an admission that he is the beneficial owner of these securities for purposes of Section 16. This amendment is being filed to correctly report the total number of shares of the Issuer's Common Stock indirectly owned by the Reporting Person.

2. This Form 3 Amendment is being filed to correctly report the number of shares of Common Stock underlying the 8% Convertible Note and the terms of the Options.

3. Immediately exercisable.

4. This Option vests and becomes exercisable as to 276 shares immediately and 276 shares on each of January 18, 2008, January 18, 2009 and January 18, 2010.

Remarks:

	S/Jeffrey Steinberg, Attorney-in-Fact for James H. Cavanaugh	11/07/2007
	** 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 5 (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).
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