SEC FORM 4 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
 
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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*
PAPPAJOHN JOHN

(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
PHARMATHENE, INC [ PIP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 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)
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
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
10% Unsecured Convertible Note $2.5417 07/28/2009 A $1,000,000 07/28/2009 07/28/2011 Common Stock 393,442 (1) $1,000,000 I See Footnote(2)
Common Stock Warrant $2.5 07/28/2009 A 133,333 01/28/2010 01/28/2015 Common Stock 133,333 (1) 133,333 I See Footnote(2)
Explanation of Responses:
1. This Note and Warrant were received in an exempt transaction pursuant to a Note and Warrant Purchase Agreement dated as of July 24, 2009, as amended as of July 26, 2009 and July 28, 2009, by and among the Issuer and certain investors (the "Agreement"). Pursuant to the Agreement, the Reporting Person received a 10% Unsecured Convertible Note in the principal amount of $1,000,000.00 (conversion price of $2.541667 per share) and a warrant to purchase 133,333 shares of Common Stock at a purchase price of $2.50 per share.
2. The shares reported herein are owned by the Reporting Person's spouse, and the Reporting Person is therefore deemed to be the indirect beneficial owner of such shares.
/s/ Roland S. Chase, attorney in fact 07/30/2009
** 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.
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