| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VERENIUM CORP [ VRNM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/31/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 10/31/2013 | U(1) | 2,935,568(2)(3) | D | $4 | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On October 31, 2013, shares tendered by Athyrium Opportunities Fund (A) LP ("Fund A") and Athyrium Opportunities Fund (B) LP ("Fund B" and, together with Fund A, the "Funds"), in connection with a tender offer by Pastinaca Acquisition Inc., a wholly-owned subsidiary of BASF Corporation ("Purchaser"), to purchase all outstanding shares of common stock of the Issuer, were accepted by Purchaser for payment of $4.00 per share. |
| 2. This amount represents (i) 1,890,298 shares of common stock of the Issuer held by Fund A and (ii) 1,045,270 shares of common stock of the Issuer held by Fund B. Prior to their disposition, these securities may have been deemed to be beneficially owned by (a) Athyrium Opportunities Associates LP ("Associates LP"), the general partner of the Funds, (b) Athyrium Opportunities Associates GP LLC ("Associates GP"), the general partner of Associates LP, (c) Athyrium Capital Management, LLC ("ACM"), a member of Associates GP and an investment adviser to Opportunities Advisers (as defined below), (d) Jeffrey A. Ferrell, the Managing Partner of ACM, (e) Athyrium Opportunities Advisers LLC ("Opportunities Advisers"), an investment adviser to Associates GP, [continued in FN 3] |
| 3. [continued from FN 2] - (f) NB Alternatives Advisers LLC ("Alternatives Advisers"), the sole member of Opportunities Advisers, (g) NB Alternatives GP Holdings LLC ("Alternatives GP"), a member of Associates GP, (h) NB Alternatives Holdings LLC ("Alternatives Holdings"), the sole member of Alternatives GP and a member of Alternatives Advisers, (i) Neuberger Berman AA LLC ("NB AA"), a member of Alternatives Holdings and of Alternatives Advisers, and (j) Neuberger Berman Group LLC, a member of Alternatives Holdings and the sole member of NB AA. Each such entity or person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that such entity or person was the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| /s/ Christian Neira, Authorized Signatory | 11/04/2013 | |
| ** 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. | ||