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^*

KIRK RANDAL J

(Last)

(First)

(Middle)

1881 GROVE AVENUE

(Street)

RADFORD

24141

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CLINICAL DATA INC [ CLDA ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2010

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	09/16/2010		A		15,200	A	$0	2,326,687	D
Common Stock								1,106,672	I	by R.J. Kirk DOT⁽¹⁾⁽²⁾
Common Stock								146,900	I	by JPK 2009⁽¹⁾⁽²⁾
Common Stock								146,900	I	by MGK 2009⁽¹⁾⁽²⁾
Common Stock								23,600	I	by ZSK 2009⁽¹⁾⁽²⁾
Common Stock								32,500	I	by JPK 2008⁽¹⁾⁽²⁾
Common Stock								32,500	I	by MGK 2008⁽¹⁾⁽²⁾
Common Stock								32,500	I	ZSK 2008⁽¹⁾⁽²⁾
Common Stock								1,212	I	by Lotus Capital⁽¹⁾⁽²⁾
Common Stock								1,626,722	I	by Kirkfield⁽²⁾
Common Stock								692,617	I	by Staff01⁽²⁾
Common Stock								24,240	I	by Incentive08⁽²⁾
Common Stock								48,478	I	by Staff08⁽²⁾
Common Stock								48,478	I	by SenStaff08⁽²⁾
Common Stock								1,049,877	I	by NRM II⁽²⁾
Common Stock								290,014	I	by NRM III⁽²⁾
Common Stock								3,380,985	I	by NRM V⁽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)

Explanation of Responses:

1. Randal J. Kirk (2000) Limited Partnership, RJK, L.L.C, and Zhong Mei, L.L.C. were liquidated effective as of November 30, 2009 and in connection therewith the assets, including CLDA shares held thereby, were distributed pro-rata to the beneficial owners of such entities or their designees. Such transactions constituted a change in form of beneficial ownership; Randal J. Kirk continues to control each of the resulting owners of the distributed CLDA shares: R.J. Kirk Declaration of Trust ("R.J. Kirk DOT"), JPK 2009, LLC ("JPK 2009"), MGK 2009, LLC ("MGK 2009"), ZSK 2009, LLC ("ZSK 2009"), JPK 2008, LLC ("JPK 2008"), MGK 2008, LLC ("MGK 2008"), ZSK 2008, LLC ("ZSK 2008"), and Lotus Capital (2000) Company, Inc. ("Lotus Capital").

2. Randal J. Kirk controls each of R.J. Kirk DOT, JPK 2009, MGK 2009, ZSK 2009, JPK 2008, MGK 2008, ZSK 2008, Lotus Capital, Kirkfield, L.L.C. ("Kirkfield"), Third Security Staff 2001 LLC ("Staff01"), Third Security Incentive 2008 LLC ("Incentive08"), Third Security Staff 2008 LLC ("Staff08"), Third Security Senior Staff 2008 LLC ("SenStaff08"), New River Management II, LP ("NRM II"), New River Management III, LP ("NRM III") and New River Management V, LP ("NRM V"). Shares held by these entities may be deemed to be indirectly beneficially owned (as defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by Mr. Kirk.

Remarks:

	/s/ Randal J. Kirk	09/20/2010
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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