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^*

George Jean

(Last)

(First)

(Middle)

1000 WINTER STREET

SUITE 3700

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CRITICAL THERAPEUTICS INC [ CRTX ]

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)
06/20/2005

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	06/20/2005		P		1,027,702	A	$5.48	2,554,802	I	By Advanced Technology Ventures VII, L.P.⁽¹⁾
Common Stock	06/20/2005		P		41,241	A	$5.48	102,522	I	By Advanced Technology Ventures VII (B), L.P.⁽¹⁾
Common Stock	06/20/2005		P		19,823	A	$5.48	49,279	I	By Advanced Technology Ventures VII (C), L.P.⁽¹⁾
Common Stock	06/20/2005		P		6,125	A	$5.48	15,225	I	By ATV Entrepreneurs VII, L.P.⁽¹⁾
Common Stock	06/20/2005		P		171,533	A	$5.48	427,315	I	By Advanced Technology Ventures VI, L.P.⁽²⁾
Common Stock	06/20/2005		P		10,949	A	$5.48	27,275	I	By ATV Entrepreneurs VI, L.P.⁽²⁾

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)
Common Stock Warrant (right to buy)	$6.58	06/20/2005		A		359,696		06/20/2005	06/05/2010	Common Stock	359,696	$0.00	359,696	I	By Advanced Technology Ventures VII, L.P.⁽¹⁾
Common Stock Warrant (right to buy)	$6.58	06/20/2005		A		14,434		06/20/2005	06/20/2015	Common Stock	14,434	$0.00	14,434	I	By Advanced Technology Ventures VII (B), L.P.⁽¹⁾
Common Stock Warrant (right to buy)	$6.58	06/20/2005		A		6,938		06/20/2005	06/20/2015	Common Stock	6,938	$0.00	6,938	I	By Advanced Technology Ventures VII (C), L.P.⁽¹⁾
Common Stock Warrant (right to buy)	$6.58	06/20/2005		A		2,144		06/20/2005	06/20/2015	Common Stock	2,144	$0.00	2,144	I	By ATV Entrepreneurs VII, L.P.⁽¹⁾
Common Stock Warrant (right to buy)	$6.58	06/20/2005		A		60,037		06/20/2005	06/20/2015	Common Stock	60,037	$0.00	60,037	I	By Advanced Technology Ventures VI, L.P.⁽²⁾
Common Stock Warrant (right to buy)	$6.58	06/20/2005		A		3,832		06/20/2005	06/20/2015	Common Stock	3,832	$0.00	3,832	I	By ATV Entrepreneurs VI, L.P.⁽²⁾
Stock Option (right to buy)	$5.51	06/02/2005		A		15,000		⁽³⁾	06/20/2015	Common Stock	15,000	$0.00	15,000	D

Explanation of Responses:

1. The Reporting Person is a managing director of ATV Associates VII, L.L.C. ("ATVA VII"), which serves as the sole general partner to each of Advanced Technology Ventures VII, L.P. Advanced Technology Ventures VII (B), L.P., Advanced Technology Ventures VII (C), L.P. and ATV Entrepreneurs VII, L.P. (collectively, the "ATV VII Funds"). As a managing director of ATVA VII, the Reporting Person may be deemed to have indirect beneficial ownership of the shares owned by the ATV VII Funds. The Reporting Person disclaims beneficial ownership of such shares held by the ATV VII Funds, except to the extent of her pecuniary interest arising therein, and any Common Stock held in the Reporting Person's name.

2. The Reporting Person is a member of ATV Associates VI, L.L.C. ("ATVA VI"), which serves as the sole general partner to each of Advanced Technology Ventures VI, L.P. and ATV Entrepreneurs VI, L.P. (collectively, the "ATV VI Funds"). As a member of ATV VI, the Reporting Person may be deemed to have indirect beneficial ownership of the shares owned by the ATV VI Funds. The Reporting Person disclaims beneficial ownership of such shares held by the ATV VI Funds, except to the extent of her pecuniary interest arising therein, and any Common Stock held in the Reporting Person's name.

3. This option vests in 36 equal monthly installments beginning on July 2, 2005.

	/s/ Jean M. George	06/22/2005
	** 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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