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^*

Stampacchia Otello

(Last)

(First)

(Middle)

C/O OMEGA FUND MANAGEMENT (US), INC.

545 BOYLSTON ST., 4TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MICROMET, INC. [ MITI ]

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)
02/05/2010

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	02/05/2010		S⁽¹⁾		22,500⁽²⁾	D	$8.0828⁽⁵⁾	2,960,413⁽⁸⁾	I	By Fund⁽¹¹⁾⁽¹²⁾
Common Stock	02/08/2010		S⁽¹⁾		133,000⁽³⁾	D	$8.1927⁽⁶⁾	2,827,413⁽⁹⁾	I	By Fund⁽¹¹⁾⁽¹²⁾
Common Stock	02/09/2010		S⁽¹⁾		105,000⁽⁴⁾	D	$8.15⁽⁷⁾	2,722,413⁽¹⁰⁾	I	By Fund⁽¹¹⁾⁽¹²⁾

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)

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 10, 2009.

2. Consists of 14,982 shares sold by Omega Fund I, L.P. ("Omega I") and 7,518 shares sold by Omega Fund III, L.P. ("Omega III").

3. Consists of 88,560 shares sold by Omega I and 44,440 shares sold by Omega III.

4. Consists of 69,915 shares sold by Omega I and 35,085 shares sold by Omega III.

5. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $8 to $8.25 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

6. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $8.13 to $8.28 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

7. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $8.07 to $8.25 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

8. Consists of 1,971,221 shares beneficially owned by Omega I and 989,192 shares beneficially owned by Omega III.

9. Consists of 1,882,661 shares beneficially owned by Omega I and 944,752 shares beneficially owned by Omega III.

10. Consists of 1,812,746 shares beneficially owned by Omega I and 909,667 shares beneficially owned by Omega III.

11. Consists of securities held directly by Omega III. Omega Fund III GP, L.P. ("Omega III GPLP") is the general partner of Omega III. Omega Fund III G.P., Ltd. ("Omega III GPLtd") is the general partner of Omega III GPLP. Omega Fund Management Limited ("Omega Management") is the sole shareholder of Omega III GPLtd. Sigma Holding Limited ("Sigma") is the sole shareholder of Omega Management. Otello Stampacchia ("Stampacchia") is the sole shareholder of Sigma and is also a director of Micromet, Inc. Stampacchia disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

12. Consists of securities held directly by Omega I. Omega Fund GP, Ltd. ("Omega GP") is the general partner of Omega I. Omega Management is the sole shareholder of Omega GP. Sigma is the sole shareholder of Omega Management. Stampacchia is the sole shareholder of Sigma and is also a director of Micromet, Inc. Stampacchia disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Anne-Mari Paster, as Attorney-in-Fact for Otello Stampacchia	02/09/2010
	** 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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