SEC FORM 3

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^*

Venuto Nicholas J.

(Last)

(First)

(Middle)

10398 PACIFIC CENTER COURT

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/29/2008

3. Issuer Name and Ticker or Trading Symbol
NANOGEN INC [ NGEN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Chief Financial Officer

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)
Common Stock	7,500⁽³⁾	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Incentive Stock Option	06/16/2003⁽¹⁾	06/16/2013	Common Stock	16,146	$3.54	D
Incentive Stock Option	05/10/2004⁽²⁾	05/10/2014	Common Stock	8,542	$5.71	D
Incentive Stock Option	07/29/2004⁽¹⁾	07/29/2014	Common Stock	19,365	$4.7	D
Non-Qualified Stock Option	07/29/2004⁽¹⁾	07/29/2014	Common Stock	635	$4.7	D
Non-Qualified Stock Option	06/16/2005⁽¹⁾	06/16/2015	Common Stock	624	$3.47	D
Incentive Stock Option	06/16/2005⁽²⁾	06/16/2015	Common Stock	4,376	$3.47	D
Incentive Stock Option	07/29/2005⁽¹⁾	07/29/2015	Common Stock	11,611	$4.4	D
Non-Qualified Stock Option	07/29/2005⁽¹⁾	07/29/2015	Common Stock	3,389	$4.4	D
Incentive Stock Option	08/04/2006⁽²⁾	08/04/2016	Common Stock	13,752	$1.89	D
Non-Qualified Stock Option	08/04/2006⁽¹⁾	08/04/2016	Common Stock	1,248	$1.89	D
Incentive Stock Option	03/16/2007⁽²⁾	03/16/2017	Common Stock	10,000	$1.27	D
Incentive Stock Option	07/26/2007⁽²⁾	07/26/2017	Common Stock	5,000	$1.51	D
Incentive Stock Option	08/02/2007⁽²⁾	08/02/2017	Common Stock	15,000	$1.33	D
Incentive Stock Option	12/14/2007⁽²⁾	12/14/2017	Common Stock	100,000	$0.485	D

Explanation of Responses:

1. Options fully vested.

2. Options vest ratably on a monthly basis over a four year period beginning on date of grant.

3. Shares subject to a Restricted Stock Unit Award which vest and become issuable on August 2, 2009.

	Nicholas Venuto	02/29/2008
	** 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).
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.