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^*

BAILEY DOUGLAS G

(Last)

(First)

(Middle)

120 LONG RIDGE ROAD

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ENDOCYTE INC [ ECYT ]

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)
02/09/2011

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	02/09/2011		C		17,451	A	⁽¹⁾	73,297⁽²⁾	D
Common Stock	02/09/2011		C		371,911	A	⁽¹⁾	455,680⁽³⁾	I	By ABV Holding Company 7 LLC⁽⁴⁾
Common Stock	02/09/2011		C		137,973	A	⁽¹⁾	137,973	I	By ABV Holding Company 9 LLC⁽⁵⁾
Common Stock	02/09/2011		C		83,769	A	⁽¹⁾	83,769	I	By ABV Holding Company 10 LLC⁽⁶⁾
Common Stock	02/09/2011		C		366,490	A	⁽¹⁾	366,490	I	By ABV Holding Company 12 LLC⁽⁷⁾
Common Stock	02/09/2011		C		277,066	A	⁽⁸⁾	277,066	I	By ABV Holding Company 13 LLC⁽⁹⁾

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-3 Convertible Preferred Stock	⁽¹⁾	02/09/2011		C			17,451	⁽¹⁾	⁽¹⁾	Common Stock	17,451	⁽¹⁾	0	D
Series B Convertible Preferred Stock	⁽¹⁾	02/09/2011		C			184,785	⁽¹⁾	⁽¹⁾	Common Stock	184,785	⁽¹⁾	0	I	By ABV Holding Company 7 LLC⁽⁴⁾
Series C-1 Convertible Preferred Stock	⁽¹⁾	02/09/2011		C			187,126	⁽¹⁾	⁽¹⁾	Common Stock	187,126	⁽¹⁾	0	I	By ABV Holding Company 7 LLC⁽⁴⁾
Series C-1 Convertible Preferred Stock	⁽¹⁾	02/09/2011		C			137,973	⁽¹⁾	⁽¹⁾	Common Stock	137,973	⁽¹⁾	0	I	By ABV Holding Company 9 LLC⁽⁵⁾
Series C-2 Convertible Preferred Stock	⁽¹⁾	02/09/2011		C			83,769	⁽¹⁾	⁽¹⁾	Common Stock	83,769	⁽¹⁾	0	I	By ABV Holding Company 10 LLC⁽⁶⁾
Series C-3 Convertible Preferred Stock	⁽¹⁾	02/09/2011		C			366,490	⁽¹⁾	⁽¹⁾	Common Stock	366,490	⁽¹⁾	0	I	By ABV Holding Company 12 LLC⁽⁷⁾
Subordinated Convertible Promissory Note	⁽⁸⁾	02/09/2011		C			$1,413,041.1⁽⁸⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	277,066	⁽⁸⁾	0	I	By ABV Holding Company 13 LLC⁽⁹⁾
Stock Option (right to buy)	$7.23	02/09/2011		A		15,706		⁽¹⁰⁾	02/09/2021	Common Stock	15,706	$0.00	15,706	D

Explanation of Responses:

1. Each share of the Issuer's Series A-1, Series A-2, Series B, Series C-1, Series C-2 and Series C-3 Preferred Stock automatically converted into shares of Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering and has no expiration date.

2. 29,668 shares held by Douglas G. Bailey are subject to repurchase based on milestones set forth in the Restricted Stock Purchase Agreement dated July 10, 2001 between the Issuer and each of Sanderling Venture Partners V, L.P., Sanderling V Biomedical, L.P., ABV Holding Company 7 LLC, Douglas G. Bailey, and Cincinnati Financial Corporation.

3. 44,502 shares held by ABV Holding Company 7 LLC are subject to repurchase based on milestones set forth in the Restricted Stock Purchase Agreement dated July 10, 2001 between the Issuer and each of Sanderling Venture Partners V, L.P., Sanderling V Biomedical, L.P., ABV Holding Company 7 LLC, Douglas G. Bailey, and Cincinnati Financial Corporation.

4. Douglas G. Bailey is a Managing Member of ABV Holding Company 7 LLC. Mr. Bailey disclaims beneficial ownership of the shares directly held by the entities affiliated with ABV Holding Company except to the extent of his pecuniary interest therein.

5. Douglas G. Bailey is a Managing Member of ABV Holding Company 9 LLC. Mr. Bailey disclaims beneficial ownership of the shares directly held by the entities affiliated with ABV Holding Company except to the extent of his pecuniary interest therein.

6. Douglas G. Bailey is a Managing Member of ABV Holding Company 10 LLC. Mr. Bailey disclaims beneficial ownership of the shares directly held by the entities affiliated with ABV Holding Company except to the extent of his pecuniary interest therein.

7. Douglas G. Bailey is a Managing Member of ABV Holding Company 12 LLC. Mr. Bailey disclaims beneficial ownership of the shares directly held by the entities affiliated with ABV Holding Company except to the extent of his pecuniary interest therein.

8. The outstanding principal amount of the reported securities and all accrued and unpaid interest automatically converted upon the closing of the Issuer's initial public offering at 85% of the original issue price of the shares of the Issuer's initial public offering.

9. Douglas G. Bailey is a Managing Member of ABV Holding Company 13 LLC. Mr. Bailey disclaims beneficial ownership of the shares directly held by the entities affiliated with ABV Holding Company except to the extent of his pecuniary interest therein.

10. Shares subject to the option vest 1/3 of the shares upon the business day before each of the Issuer's first three annual stockholder meetings following February 9, 2011.

Remarks:

	/s/ Douglas G. Bailey	02/11/2011
	** 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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