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^*

CHA ALBERT

(Last)

(First)

(Middle)

C/O BIODEL INC

6 CHRISTOPHER COLUMBUS AVENUE

(Street)

DANBURY

06810

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Biodel Inc [ BIOD ]

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)
05/16/2007

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	05/16/2007		C		1,078,933	A	$0	1,685,632	I	See footnote⁽¹⁾
Common Stock								318	D

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 B Convertible Preferred Stock	⁽²⁾	05/16/2007		C			1,078,933	⁽²⁾	⁽²⁾	Common Stock	1,078,933	$0	0	I	See footnote⁽³⁾
Director Stock Option (right to buy)	$5.65							⁽⁴⁾	07/10/2014	Common Stock	17,713		17,713	D
Director Stock Option (right to buy)	$12.63							⁽⁵⁾	11/30/2014	Common Stock	2,601		2,601	D
Director Stock Option (right to buy)	$15							05/10/2007	05/09/2017	Common Stock	25,000		25,000	D

Explanation of Responses:

1. Includes 1,672,147 shares of the Issuer's Common Stock held by Vivo Ventures Fund V, LP and 13,485 shares of the Issuer's Common Stock held by Vivo Ventures V Affiliates Fund, L.P. Dr. Cha is a managing partner of Vivo Ventures V, L.P. and may be deemed to beneficially own these shares. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

2. The Series B Convertible Preferred Stock had no expiration date. It was immediately exercisable and was converted into Common Stock of the Issuer on a one for one basis upon the close of the Issuer's initial public offering.

3. The amount shown represents (i) 1,066,418 shares directly held by Vivo Ventures Fund V, L.P. and (ii) 12,515 shares directly held by Vivo Ventures V Affiliates Fund, L.P., which may be deemed attributable to the Reporting Person because the Reporting Person is the general partner of Vivo Ventures V, L.P.

4. This option is exercisable in two equal installments on July 11, 2007 and July 11, 2008.

5. This option is exercisable in two equal installments on December 1, 2007 and December 1, 2008.

	/s/ Albert Cha	05/18/2007
	** 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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