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* CHANG LINDA L (Last) (First) (Middle) C/O PHARMATHENE, INC., ONE PARK PLACE, SUITE 450 (Street) ANNAPOLIS MD 21401 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/10/2011	3. Issuer Name and Ticker or Trading Symbol PHARMATHENE, INC [ PIP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP & CFO	5. 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 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)
Restricted Stock	20,000(1)	D

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
Option to Purchase	(2)	11/07/2011	Common Stock	170,000(2)	1.59	D

Explanation of Responses:

1. The restricted stock vests at a rate of one-third per year, commencing on 11/7/2012, the first anniversary of the date of grant.

2. The options vested immediately with respect to 20,000 shares, with the remaining 150,000 shares vesting 25% per year starting on 11/7/2012, the first anniversary of the date of grant.

Remarks:

Exhibit List: Exhibit 24 - Confirming Statement

	/s/ Linda Chang	11/18/2011
	** 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).
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