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^*

PEARL FRANK H

(Last)

(First)

(Middle)

2099 PENNSYLVANIA AVENUE

SUITE 900

(Street)

WASHINGTON

20006-1813

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BIOENVISION INC [ BIVN ]

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

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		See Footnotes (3) and (4)

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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, $0.001 par value ("Common Stock")	12/17/2004		S		215⁽¹⁾	D	$8.6	519,003	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	12/17/2004		S		244⁽²⁾	D	$8.6	518,759	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	12/17/2004		S		215⁽¹⁾	D	$8.61	518,544	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	12/17/2004		S		244⁽²⁾	D	$861	518,300	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	12/17/2004		S		1,182⁽¹⁾	D	$8.63	517,118	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	12/17/2004		S		1,341⁽²⁾	D	$8.63	515,777	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	12/17/2004		S		107⁽¹⁾	D	$8.65	515,670	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	12/17/2004		S		122⁽²⁾	D	$8.65	515,548	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	12/17/2004		S		598⁽¹⁾	D	$8.67	514,950	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	12/17/2004		S		680⁽²⁾	D	$8.67	514,270	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	12/17/2004		S		1,257⁽¹⁾	D	$8.68	513,013	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	12/17/2004		S		1,429⁽²⁾	D	$8.68	511,584	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	12/17/2004		S		966⁽²⁾	D	$8.7	510,618	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	12/17/2004		S		1,098⁽²⁾	D	$8.7	509,520	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	12/17/2004		S		1,533⁽¹⁾	D	$8.71	507,987	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	12/20/2004		S		1,743⁽²⁾	D	$8.71	506,244	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	12/17/2004		S		245⁽¹⁾	D	$8.72	505,999	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	12/17/2004		S		279⁽²⁾	D	$8.72	505,720	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	12/17/2004		S		1,243⁽¹⁾	D	$8.73	504,477	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	12/17/2004		S		1,411⁽²⁾	D	$8.73	503,066	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	12/17/2004		S		61⁽¹⁾	D	$8.74	503,005	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	12/17/2004		S		70⁽²⁾	D	$8.74	502,935	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	12/17/2004		S		46⁽¹⁾	D	$8.8	502,889	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	12/17/2004		S		52⁽²⁾	D	$8.8	502,837	I	See Footnotes⁽³⁾⁽⁴⁾

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)

1. Name and Address of Reporting Person^*

PEARL FRANK H

(Last)

(First)

(Middle)

2099 PENNSYLVANIA AVENUE

SUITE 900

(Street)

WASHINGTON

20006-1813

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		See Footnotes (3) and (4)

1. Name and Address of Reporting Person^*

PERSEUSPUR LLC

(Last)

(First)

(Middle)

2099 PENNSYLVANIA AVE

SUITE 900

(Street)

WASHINGTON

20006-1813

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		See Footnotes (3) and (4)

Explanation of Responses:

1. These shares sold were held by Perseus BioTech Investment, LLC ("PBI").

2. These shares sold were held by Perseus-Soros Partners, LLC, a Delaware limited liability company ("Perseus-Soros Partners").

3. The securities reported herein are held for the account of Perseus-Soros BioPharmaceutical Fund, LP, a Delaware limited partnership ("Perseus-Soros"), Perseus-Soros Partners and PBI. Following the transactions reported herein and in the other Form 4's filed by the reporting persons on December 21,2004, Perseus-Soros owns 375,044 shares, Perseus-Soros Partners owns 57,165 shares and BPI owns 50,315 shares. Frank H. Pearl ("Mr. Pearl") and Perseuspur, LLC ("Perseuspur") (together, the "Reporting Persons") may be deemed to indirectly beneficially own the shares owned of record by Perseus-Soros, Perseus-Soros Partners and BPI.

4. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), Mr. Pearl and Perseuspur are deemed to be beneficial owners of the shares beneficially owned by Perseus-Soros, Perseus-Soros Partners or PBI only to the extent of the greater of his or its respective direct or indirect interest in the profits or capital account of Perseus-Soros, Perseus-Soros Partners or PBI. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that Mr. Pearl or Perseuspur is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by Perseus-Soros, Perseus-Soros Partners or PBI in excess of such amount.

Remarks:

(5) Mr. Macklin is signing in his capacity as Attorney-in-Fact for Frank H. Pearl.

	/s/ Rodd Macklin, Attorney-in-Fact for Frank H. Pearl (5)	12/20/2004
	/s/ Rodd Macklin, Secretary and Treasurer, Perseuspur, LLC	12/20/2004
	** 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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