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

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^*

Zak Michael J

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VERENIUM CORP [ VRNM ]

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)
06/20/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/20/2007		A		2,595,185⁽¹⁾⁽⁶⁾	A	⁽²⁾	2,595,185⁽¹⁾⁽⁶⁾	I	See footnote⁽¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant	$1.87	06/20/2007		A		69,031.78⁽³⁾		⁽⁵⁾	12/06/2016	Common Stock	69,031.78⁽³⁾	⁽²⁾	69,031.78⁽³⁾	I	See footnote⁽³⁾
Warrant	$68.66	06/20/2007		A		418.61⁽⁴⁾		⁽⁵⁾	12/20/2014	Common Stock	418.61⁽⁴⁾	⁽²⁾	418.61⁽⁴⁾	I	See footnote⁽⁴⁾

Explanation of Responses:

1. Includes 2,560,205 shares held by Charles River Partnership XII, LP ("CRP XII") and 34,980 shares held by CRV XII Affiliates Fund, LP ("CRV Affiliates"). Mr. Zak disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that Mr. Zak has beneficial ownership of these securities for purposes of Section 16.

2. Received in exchange for shares of capital stock of Celunol Corp. ("Celunol") in connection with the June 20, 2007 closing of the merger of a wholly owned subsidiary of Diversa Corporation (which was subsequently renamed "Verenium Corporation" ("Verenium")) with and into Celunol, with Celunol surviving the merger as a wholly owned subsidiary of Verenium (the "Merger").

3. Includes 68,101.01 shares held by CRP XII, LP and 930.77 shares held by CRV Affiliates. Mr. Zak disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that Mr. Zak has beneficial ownership of these securities for purposes of Section 16.

4. Includes 412.97 shares held by CRP XII, LP and 5.64 shares held by CRV Affiliates. Mr. Zak disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that Mr. Zak has beneficial ownership of these securities for purposes of Section 16.

5. Immediately.

6. Of the 2,595,185 shares issued in connection with the Merger, 281,384.14 are being held in escrow and are subject to forfeiture during the one-year period following the Merger to satisfy indemnification obligations of Celunol in connection with the Merger.

	/s/ Martin A. Sabarsky, Attorney-in-Fact for Michael J. Zak	06/22/2007
	** 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 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.
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.