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^*

ROTBERG EUGENE H

(Last)

(First)

(Middle)

6480 DOBBIN RD

(Street)

COLUMBIA

21045

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MARTEK BIOSCIENCES CORP [ MATK ]

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)
03/18/2010

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	03/18/2010		M		3,515	A	⁽¹⁾	55,206	D
Common Stock								7,300	I	See Footnote⁽²⁾
Common Stock								7,300	I	See Footnote⁽³⁾

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)
Restricted Stock Units	⁽⁴⁾	03/18/2010		A		2,533		⁽⁵⁾	⁽⁵⁾	Common Stock	2,533	$0.00	2,533	D
Restricted Stock Units	⁽⁴⁾	03/18/2010		M			3,515	⁽⁵⁾	⁽⁵⁾	Common Stock	3,515	$0.00	0	D

Explanation of Responses:

1. Shares of common stock acquired on the vesting of restricted stock units.

2. The number of securities set forth represents the aggregate holdings of the Rotberg/Comens/Booth Charitable Foundation, of which Mr. Rotberg shares voting and dispositive powers with members of his family. Mr. Rotberg's beneficial ownership of Martek Biosciences Corporation Common Stock held by this entity is limited to the extent of his pecuniary interest therein.

3. The number of securities set forth represents the aggregate holdings of the Rotberg/Comens/Bray Charitable Foundation, of which Mr. Rotberg shares voting and dispositive powers with members of his family. Mr. Rotberg's beneficial ownership of Martek Biosciences Corporation Common Stock held by this entity is limited to the extent of his pecuniary interest therein.

4. Each restricted stock unit represents a contingent right to receive one share of Martek common stock.

5. The restricted stock units vest on the earlier of the one-year anniversary of the grant date or the date of the first annual meeting after the grant date. Once vested, restricted stock units may be: (i) settled in an equal number of shares of Martek common stock, or (ii) deferred under Martek's Amended and Restated 2004 Stock Incentive Plan.

Remarks:

	/s/ David M. Feitel By: David M. Feitel Attorney-in-fact Eugene H. Rotberg	03/22/2010
	** 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).
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