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^*

FRASER THOMAS H

(Last)

(First)

(Middle)

C/O DIACRIN INC

96 13TH STREET

(Street)

CHARLESTOWN

02129

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DIACRIN INC /DE/ [ DCRN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2003

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	08/21/2003		D		530,988	D	$0⁽¹⁾	$0	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)
Employee stock option (right to buy)	$10.75	08/21/2003		D			30,000	⁽²⁾	12/17/2007	Common Stock	30,000	⁽²⁾	0	D
Employee stock option (right to buy)	$5.25	08/21/2003		D			25,000	⁽³⁾	12/21/2008	Common Stock	25,000	⁽³⁾	0	D
Employee stock option (right to buy)	$6.25	08/21/2003		D			25,000	⁽⁴⁾	12/30/2009	Common Stock	25,000	⁽⁴⁾	0	D
Employee stock option (right to buy)	$4.688	08/21/2003		D			25,000	⁽⁵⁾	12/27/2010	Common Stock	25,000	⁽⁵⁾	0	D
Employee stock option (right to buy)	$2.08	08/21/2003		D			65,000	⁽⁶⁾	01/14/2012	Common Stock	65,000	⁽⁶⁾	0	D
Employee stock option (right to buy)	$1.06	08/21/2003		D			30,000	⁽⁷⁾	01/13/2013	Common Stock	30,000	⁽⁷⁾	0	D
Employee stock option (right to buy)	$2.5	08/21/2003		D			50,000	⁽⁸⁾	12/02/2003	Common Stock	50,000	⁽⁸⁾	0	D
Employee stock option (right to buy)	$12	08/21/2003		D			20,000	⁽⁹⁾	03/17/2007	Common Stock	20,000	⁽⁹⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to a merger agreement between the issuer and GenVec, Inc. in exchange for 811,986 shares of GenVec common stock having an aggregate value of $1,875,688 on the effective date of the merger.

2. These stock options, which provide for vesting in four equal annual installments beginning on December 17, 1998, were assumed by GenVec in connection with the merger and replaced with an option to purchase 45,876 shares of GenVec common stock at an exercise price of $7.03 per share.

3. These stock options, which provide for vesting in four equal annual installments beginning on December 21, 1999, were assumed by GenVec in connection with the merger and replaced with an option to purchase 38,230 shares of GenVec common stock at an exercise price of $3.44 per share.

4. These stock options, which provide for vesting in four equal annual installments beginning on December 30, 2000, were assumed by GenVec in connection with the merger and replaced with an option to purchase 38,230 shares of GenVec common stock at an exercise price of $4.09 per share.

5. These stock options, which provide for vesting in four equal annual installments beginning on December 27, 2001, were assumed by GenVec in connection with the merger and replaced with an option to purchase 38,230 shares of GenVec common stock at an exercise price of $3.07 per share.

6. These stock options, which provide for vesting in four equal annual installments beginning on January 14, 2003, were assumed by GenVec in connection with the merger and replaced with an option to purchase 99,398 shares of GenVec common stock at an exercise price of $1.36 per share.

7. These stock options, which provide for vesting in four equal annual installments beginning on January 13, 2004, were assumed by GenVec in connection with the merger and replaced with an option to purchase 45,876 shares of GenVec common stock at an exercise price of $0.70 per share.

8. This stock option, which is fully vested and immediately exercisable, was assumed by GenVec in connection with the merger and replaced with an option to purchase 76,460 share of GenVec common stock at an exercise price of $1.64 per share.

9. This stock option, which is fully vested and immediately exercisable, was assumed by GenVec in connection with the merger and replaced with an option to purchase 30,584 shares of GenVec common stock at an exercise price of $7.85 per share.

	/s/ Thomas H. Fraser	08/21/2003
	** 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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