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* HEALTHCARE VENTURES VII LP (Last) (First) (Middle) 44 NASSAU STREET (Street) PRINCETON NJ 08542 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PHARMATHENE, INC [ PIP ]	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) 07/28/2009
	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

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
8% Convertible Note	$10	07/28/2009		J(1)			$1,815,056.92	(2)	08/03/2009	Common Stock	181,505	(3)	0	I	By Partnership(4)
10% Convertible Note	$2.5417	07/28/2009		A		$2,107,482.76		(5)	07/28/2011	Common Stock	829,173	(6)	829,173	I	By Partnership(4)
Warrant	$2.5	07/28/2009		A		280,998		01/28/2010	01/28/2015	Common Stock	280,998	(6)	280,998	I	By Partnership(4)

1. Name and Address of Reporting Person* HEALTHCARE VENTURES VII LP (Last) (First) (Middle) 44 NASSAU STREET (Street) PRINCETON NJ 08542 (City) (State) (Zip)

1. Name and Address of Reporting Person* HealthCare Partners VII, L.P. (Last) (First) (Middle) 44 NASSAU STREET (Street) PRINCETON NJ 08542 (City) (State) (Zip)

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)

1. Name and Address of Reporting Person* LITTLECHILD JOHN W (Last) (First) (Middle) 55 CAMBRIDGE PARKWAY SUITE 301 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)

1. Name and Address of Reporting Person* LAWLOR AUGUSTINE (Last) (First) (Middle) 55 CAMBRIDGE PARKWAY SUITE 301 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)

1. Name and Address of Reporting Person* Mirabelli Christopher (Last) (First) (Middle) 55 CAMBRIDGE PARKWAY SUITE 301 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)

1. Name and Address of Reporting Person* WERNER HAROLD R (Last) (First) (Middle) 44 NASSAU STREET (Street) PRINCETON NJ 08542 (City) (State) (Zip)

Explanation of Responses:

1. The disposition of this Note to the Issuer was in connection with the acquisition of the new Note and Warrant described in Footnote 6 below.

2. Immediately convertible into shares of Common Stock of the Issuer at the rate of $10.00 per share.

3. This Note was received in the Merger of PAI Acquisition Corp., a wholly-owned subsidiary of HealthCare Acquisition Corp. (now known as PharmAthene, Inc.) into PharmAthene, Inc.

4. 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 each of James Cavanaugh, Harold Werner, John Littlechild, Christopher Mirabelli and Augustine Lawlor, the general partners of HCPVII. Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild and Lawlor disclaim beneficial ownership of those securities in which they do not have a pecuniary interest and this report shall not be deemd an admission that they are the beneficial owners of these securities for purposes of Section 16. In addition, James Cavanaugh is a Director of the Issuer.

5. Immediately convertible into shares of Common Stock of the Issuer at the rate of $2.541667 per share.

6. This Note and Warrant was received pursuant to a Note and Warrant Purchase Agreement dated as of July 24, 2009, as amended on July 26, 2009 and July 28, 2009, by and among the Issuer and certain noteholders, pursuant to which the 8% Senior Unsecured Convertible Note (the "Original Note") reported above was exchanged for a new Note in the principal amount of $2,107,482.76 representing the principal amount of the Original Note plus accrued interest (the "New Note") and the Warrant reported herein. The terms of the New Note include (i) an increase in the interest rate to 10% per annum; (ii) a reduction in the conversion price of the Original Note from $10.00 per share to $2.541667 per share; and (iii) the issuance of a Warrant to purchase an additional 280,998 shares of Common Stock of the Issuer at a purchase price of $2.50 per share.

Remarks:

	/s/Jeffrey Steinberg, Administrative Partner for HealthCare Ventures VII, L.P.	07/29/2009
	Jeffrey Steinberg, Administrative Partner for HealthCare Partners VII, L.P.	07/29/2009
	Jeffrey Steinberg, Attorney-in-Fact for James H. Cavanaugh	07/29/2009
	Jeffrey Steinberg, Attorney-in-Fact for John Littlechild	07/29/2009
	Jeffrey Steinberg, Attorney-in-Fact for Augustine Lawlor	07/29/2009
	Jeffrey Steinberg, Attorney-in-Fact for Christopher Mirabelli	07/29/2009
	Jeffrey Steinberg, Attorney-in-Fact for Harold Werner	07/29/2009
	** Signature of Reporting Person	Date
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