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^*

PENHOET EDWARD

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 4250

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EYETECH PHARMACEUTICALS INC [ EYET ]

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)
02/04/2004

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	02/04/2004		C		535,438	A	⁽¹⁾	535,438	I	See footnotes⁽²⁾⁽³⁾
Common Stock	02/04/2004		C		505,692	A	⁽¹⁾	1,041,130	I	See footnotes⁽²⁾⁽³⁾
Common Stock	02/04/2004		C		107,088	A	⁽¹⁾	1,148,218	I	See footnotes⁽²⁾⁽³⁾
Common Stock	02/04/2004		C		101,138	A	⁽¹⁾	1,249,356	I	See footnotes⁽²⁾⁽³⁾

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 C-1 Convertible Preferred Stock	⁽¹⁾	02/04/2004		C			535,438	⁽⁴⁾	⁽⁴⁾	Common Stock	535,438	⁽¹⁾	713,918	I	See footnotes⁽²⁾⁽³⁾
Series C-2 Convertible Preferred Stock	⁽¹⁾	02/04/2004		C			505,692	⁽⁴⁾	⁽⁴⁾	Common Stock	505,692	⁽¹⁾	208,226	I	See footnotes⁽²⁾⁽³⁾
Warrant for Series C-1 Convertible Preferred Stock	$6.8	02/04/2004		X			107,088	⁽⁵⁾	07/24/2008	Series C-1 Convertible Preferred Stock	107,088	⁽¹⁾	208,226	I	See footnotes⁽²⁾⁽³⁾
Series C-1 Convertible Preferred Stock	⁽¹⁾	02/04/2004		X		107,088		⁽⁴⁾	⁽⁴⁾	Common Stock	107,088	⁽¹⁾	208,226	I	See footnotes⁽²⁾⁽³⁾
Series C-1 Convertible Preferred Stock	⁽¹⁾	02/04/2004		C			107,088	⁽⁴⁾	⁽⁴⁾	Common Stock	107,088	⁽¹⁾	101,138	I	See footnotes⁽²⁾⁽³⁾
Warrant for Series C-2 Convertible Preferred Stock	$7.2	02/04/2004		X			101,138	⁽⁵⁾	08/21/2009	Series C-2 Convertible Preferred Stock	101,138	⁽¹⁾	101,138	I	See footnotes⁽²⁾⁽³⁾
Series C-2 Convertible Preferred Stock	⁽¹⁾	02/04/2004		X		101,138		⁽⁴⁾	⁽⁴⁾	Common Stock	101,138	⁽¹⁾	101,138	I	See footnotes⁽²⁾⁽³⁾
Series C-2 Convertible Preferred Stock	⁽¹⁾	02/04/2004		C			101,138	⁽⁴⁾	⁽⁴⁾	Common Stock	101,138	⁽¹⁾	0	I	See footnotes⁽²⁾⁽³⁾

Explanation of Responses:

1. The Series C-1 Preferred Stock and Series C-2 Prederred Stock converted into Common Stock of the Issuer on a one for one basis.

2. Edward Penhoet, a Director of the Issuer, is also a Director of Alta BioPharma Management II, LLC (which is the general parter of Alta BioPharma Partners II, L.P.) and a limited partner of Alta BioPharma Partners, L.P. He disclaims beneficial ownership of all such shares held by Alta BioPharma Partners II, L.P. ("ABPII"), except to the extent of his proportionate pecuniary interests therein. Alta Partners II, Inc. ("APII") directly or indirectly provides investment advisory services to various venture capital funds, including ABPII. Certain principals of APII are managing directors and directors of Alta BioPharma Management II, LLC ("ABMPII"). Such principals may be deemed to share voting and investment powers over the aforementioned shares held by ABPII. The principals disclaim beneficial ownership of all such shares held by ABPII, except to the extent of their proportionate pecuniary interests therein.

3. Upon the close of the Issuer's public offering, all preferred stock converted into Common Stock on a 1-for-1 basis and the warrants for the purchase of Series C-1 Preferred and Series C-2 Preferred held by ABPII were exercised for preferred stock that automatically converted into Common Stock.

4. These shares were immediately exercisable. They had no expiration date.

5. These warrants were immediately exercisable.

	/s/ Edward E. Penhoet	02/04/2004
	** Signature of Reporting Person	Date
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