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^*

KIMBERLIN KEVIN

(Last)

(First)

(Middle)

SPENCER TRASK SECURITIES INC

535 MADISON AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TREASURE MOUNTAIN HOLDINGS INC [ TMHI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2004

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	09/29/2004		J⁽¹⁾		25,375,955	A	⁽¹⁾	28,157,595	I	See Notes⁽²⁾⁽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)
Convertible Preferred Stock	$0.955	09/29/2004		J⁽⁵⁾		7,761,996		⁽⁶⁾	⁽¹²⁾	Common Stock	7,761,996	⁽⁵⁾	7,761,996	I	See Note⁽⁷⁾
Warrant	$0.447	09/29/2004		J⁽⁵⁾		349,167		⁽⁸⁾	09/28/2009	Common Stock	349,167	⁽⁵⁾	349,167	I	See Notes⁽⁷⁾⁽⁹⁾
Warrant	$0.239	09/29/2004		J⁽⁵⁾		10,681,358		⁽⁸⁾	09/29/2007	Common Stock	10,681,358	⁽⁵⁾	10,681,358	I	See Notes⁽¹⁰⁾⁽¹¹⁾
Warrant	$0.358	09/29/2004		J⁽⁵⁾		9,711,138		⁽⁸⁾	09/28/2009	Common Stock	9,711,138	⁽⁵⁾	9,711,138	I	See Note⁽¹⁰⁾

Explanation of Responses:

1. Shares of the Issuer's Common Stock ("Shares") were acquired on the Transaction Date upon consummation of a merger of Vyteris, Inc. into a wholly-owned subsidiary of the Issuer (the "Merger"), at which time 4.19 Shares were issued in exchange for each share of Vyteris, Inc., subject to the issuance of certain rights certificates (the "Rights Certificates") in lieu of Shares (see Note 3). Shares were also acquired in exchange for the extension of a line of credit to the Issuer (see Note 2).

2. 24,375,955 Shares were acquired upon consummation of the Merger by Spencer Trask Specialty Group, LLC ("STSG"), a Delaware limited liability company, of which the Reporting Person is the non-member manager; 1,000,000 Shares were acquired on the Transaction Date by STSG in exchange for extending to the Issuer a $5 million line of credit through 11/15/2005; and 2,781,640 Shares were previously acquired, as reported by the Reporting Person on a Form 3 filed March 8, 2004, by Scimitar Holdings, LLC, a New York limited liability company and wholly-owned subsidiary of Spencer Trask & Co. ("Spencer Trask & Co."), a Delaware corporation, of which the Reporting Person is the controlling shareholder and chairman.

3. Does not include 81,290,523 Shares represented by certain Rights Certificates issued upon the Merger to STSG in lieu of Shares. The Issuer intends to issue Shares in exchange for the Rights Certificates upon the satisfaction of certain conditions, including the reincorporation and reverse stock split of the Issuer.

4. Numbers reflect neither an aggregate 923,702 Shares acquired in the Merger by, nor an additional 2,959,032 Shares represented by certain Rights Certificates issued upon the Merger to, Spencer Trask Private Equity Fund I LP, Spencer Trask Private Equity Fund II LP, Spencer Trask Private Equity Accredited Fund III LLC, and Spencer Trask Illumination Fund LLC (collectively, the "Funds"), as to which the Reporting Person disclaims beneficial ownership. Spencer Trask & Co. is a 100% owner of the manager of each of the Funds. Numbers also reflect neither an aggregate 1,803,654 Shares acquired in the Merger by, nor an additional 5,777,910 Shares represented by certain Rights Certificates issued upon the Merger to, Qubit Holdings, LLC ("Qubit"), a Delaware limited liability company owned by certain trusts for the benefit of the Reporting Person's children, as to which the Reporting Person disclaims beneficial ownership.

5. Securities were acquired in the Merger upon exchange of like securities of Vyteris, Inc. Each derivative security exercisable or convertible for share(s) of Vyteris, Inc. was exchanged upon the Merger for a like derivative security exercisable or convertible, as applicable, at a rate of 4.19 Shares per one share of Vyteris, Inc.

6. Securities are currently convertible.

7. Securities were acquired by STSG.

8. Securities are currently exercisable, but are subject to an agreement not to exercise until the Issuer has reincorporated and undergone a reverse stock split.

9. Does not include Warrants acquired by the Funds to purchase an aggregate 349,166 Shares, as to which the Reporting Person disclaims beneficial ownership. Does not include Warrants acquired by Qubit to purchase an aggregate 1,895,391 Shares, as to which the Reporting Person disclaims beneficial ownership.

10. Warrants were acquired by Spencer Trask Ventures, Inc., a Delaware corporation and wholly-owned subsidiary of Spencer Trask & Co.

11. Does not include Warrants acquired by the Funds to purchase an aggregate 1,047,500 Shares at an exercise price of $0.239 and expiring 05/26/2009, as to which the Reporting Person disclaims beneficial ownership.

12. No expiration date.

	/s/ Kevin B. Kimberlin	10/05/2004
	** Signature of Reporting Person	Date
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