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^*

LEMKE VON AMMON DEREK

(Last)

(First)

(Middle)

C/O ACUSPHERE, INC.

500 ARSENAL STREET

(Street)

WATERTOWN

02472

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ACUSPHERE INC [ ACUS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/14/2003

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	10/14/2003		C		3,013,038	A	$0⁽¹⁾	3,013,038	I⁽¹⁾	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)
Series F-2 Convertible Preferred Stock	$0⁽²⁾	10/14/2003	10/14/2003	C			2,493,423⁽²⁾	10/14/2003⁽⁷⁾	10/14/2003⁽⁸⁾	Common	512,717	$0⁽²⁾	0	I⁽²⁾	See Footnote⁽²⁾
Series I-2 Convertible Preferred Stock	$0⁽³⁾	10/14/2003	10/14/2003	C			526,316⁽³⁾	10/14/2003⁽⁷⁾	10/14/2003⁽⁸⁾	Common	295,509	$0⁽³⁾	0	I⁽³⁾	See Footnote⁽³⁾
Series J-2 Convertible Preferred Stock	$0⁽⁴⁾	10/14/2003	10/14/2003	C			3,546,099⁽⁴⁾	10/14/2003⁽⁷⁾	10/14/2003⁽⁸⁾	Common	591,017	$0⁽⁴⁾	0	I⁽⁴⁾	See Footnote⁽⁴⁾
Series J-3 Convertible Preferred Stock	$0⁽⁵⁾	10/14/2003	10/14/2003	C			2,238,466⁽⁵⁾	10/14/2003⁽⁷⁾	10/14/2003⁽⁸⁾	Common	746,155	$0⁽⁵⁾	0	I⁽⁵⁾	See Footnote⁽⁵⁾
10% Secured Convertible Promossory Note	$0⁽⁶⁾	10/14/2003	10/14/2003	C			7,360,207⁽⁶⁾	10/14/2003⁽⁷⁾	06/30/2004⁽⁹⁾	Common	869,092	$0⁽⁶⁾	0	I⁽⁶⁾	See Footnote⁽⁶⁾

Explanation of Responses:

1. The amount reported in Column 4 includes 2,583,216 shares held by Thomas Weisel Capital Partners, L.P., 59,683 shares held by TWP CEO Founder's Circle (AI), L.P., 218,056 shares held by TWP CEO Founder's Circle (QP), L.P., 60,435 shares held by Thomas Weisel Capital Partners (Dutch), L.P., 60,435 shares held by Thomas Weisel Capital Partners (Dutch II), L.P., 19,074 shares held by Thomas Weisel Capital Partners Employee Fund, L.P. and 12,079 shares held by TWP 2000 Co-Investment Fund, L.P. These shares were acquired upon conversion of securities described in footnotes 2 through 6.

2. See "Notes to Footnote 2" in Exhibit 99.1.

3. See "Notes to Footnote 3" in Exhibit 99.1.

4. See "Notes to Footnote 4" in Exhibit 99.1

5. See "Notes to Footnote 5" in Exhibit 99.1.

6. See "Notes to Footnote 6" in Exhibit 99.1.

7. These securities are convertible at any time into shares of common stock.

8. These securities are preferred stock of Acusphere and do not have an expiration date. These securities automatically converted into shares of Acusphere's Common Stock upon the consumation of Acusphere's initial public offering on October 14, 2003.

9. The 10% Secured Convertible Promissory Notes were convertible into shares of common stock anytime prior to the maturity date, June 30, 2004. These securities automatically converted into shares of Acusphere's Common Stock upon the consumation of Acusphere's initial public offering on October 14, 2003.

	/s/ Derek Lemke-von Ammon	10/14/2003
	** Signature of Reporting Person	Date
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