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^*

Malloy John R Jr

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP, Biofuels

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		30,179⁽¹⁾	A	⁽¹⁾	30,179⁽¹⁾	D

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)
Employee Stock Option (Right to Buy)	$0.06	06/20/2007		A		75,897		⁽²⁾	05/17/2016	Common Stock	75,897	⁽¹⁾	75,897	D
Non-Qualified Stock Option (Right to Buy)	$0.08	06/20/2007		A		44,678		⁽³⁾	01/30/2017	Common Stock	44,678	⁽¹⁾	44,678	D
Warrant	$1.87	06/20/2007		A		720.89		⁽⁴⁾	04/10/2017	Common Stock	720.89	⁽¹⁾	720.89	D

Explanation of Responses:

1. 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").

2. 12,649 of these options have vested, and the remaining options vest as follows: 6,325 on August 28, 2007, November 28, 2007, May 28, 2008, August 28, 2008, November 28, 2008, May 28, 2009, August 28, 2009 and November 28, 2009; and 6,324 on February 28, 2008 and February 28, 2009.

3. 2,792 of these options have vested, and the remaining options vest as follows: 2,792 on July 30, 2007; 2,793 on October 30, 2007; 2,792 on January 30 and April 30, 2008; 2,793 on July 30, 2008; 2,792 on October 30, 2008; 2,793 on January 30, 2009; 2,792 on April 30 and July 30, 2009; 2,793 on October 30, 2009; 2,792 on January 30 and April 30, 2010; 2,793 on July 30, 2010; 2,792 on October 30, 2010; and the balance on January 20, 2011.

4. Immediately.

	/s/ Martin A. Sabarsky, Attorney-in-Fact for John R. Malloy, Jr.	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).
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