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^*

Di Ianni Mark

(Last)

(First)

(Middle)

C/O PHARMANET DEVELOPMENT GROUP, INC.

504 CARNEGIE CENTER

(Street)

PRINCETON

08540

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PharmaNet Development Group Inc [ PDGI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2008

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, Par value $.001⁽¹⁾	03/04/2008		A		2,353	A	$29.47	16,483⁽²⁾	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)
Options to Purchase Common Stock, Par value $.001⁽³⁾	$29.47	03/04/2008		A		4,694		03/04/2009	03/04/2015	Common Stock, Par value $.001	4,694	$0	9,343⁽⁴⁾	D
Restricted Stock Units, Par value $.001⁽⁵⁾	$29.47	03/04/2008		A		2,353		⁽⁵⁾	⁽⁵⁾	Common Stock, Par value $.001	2,353	$0	4,830⁽⁶⁾	D

Explanation of Responses:

1. Represents restricted stock units granted pursuant to the 1999 Stock Plan.

2. This amount represents: (i) 5,000 restricted stock units granted pursuant to the 1999 Stock Plan which vest in 1/6 increments on each of June 30 and December 31, from the date of grant, subject to continued employment and tax withholding, (ii) 2,353 restricted stock units granted pursuant to the 1999 Stock Plan which vest in 1/5 increments on each anniversary, from the date of grant, subject to continued employment and tax withholding (iii) 2,477 restricted stock units granted pursuant to the 1999 Stock Plan which vest in 1/5 increments on each anniversary, from the date of grant, subject to continued employment and tax withholding and (iv) 6,653 shares of common stock.

3. This amount represents options which were granted pursuant to the Company's 1999 Stock Plan which vest in 1/3 increments on each anniversary from the date of grant.

4. Such amount represents options which were granted pursuant to the Company's 1999 Stock Plan with different grant dates and different exercise prices

5. Represents restricted stock units granted pursuant to the 1999 Stock Plan. Such restricted stock units shall vest only if PDGI meets or exceeds certain financial targets for 2008, 2009 and 2010.

6. This amount represents: (i) 2,477 restricted stock units which shall vest only if PDGI meets or exceeds certain financial targets for 2007, 2008 and 2009 and (ii) 2,353 restricted stock units which shall vest only if PDGI meets or exceeds certain financial targets for 2008, 2009 and 2010.

	/s/ Mark DiIanni	03/06/2008
	** 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 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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