-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JoCwq625zubYqAdBntuahCFZjBduiCoFZ+sbnYzM0GBCqw3iupc0Fdzfy9QuHMzL 67E2l+XTpcK2MIywx3vwGg== 0000941655-06-000034.txt : 20061220 0000941655-06-000034.hdr.sgml : 20061220 20061219195114 ACCESSION NUMBER: 0000941655-06-000034 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061220 DATE AS OF CHANGE: 20061219 GROUP MEMBERS: ATLAS CAPITAL CORP. GROUP MEMBERS: HABIB KAIROUZ GROUP MEMBERS: JOSHUA RUCH GROUP MEMBERS: MARK LESCHLY GROUP MEMBERS: RHO CAPITAL PARTNERS VERWALTUNGS GMBH GROUP MEMBERS: RHO INVESTMENT PARTNERS "H" L.P. GROUP MEMBERS: RHO MANAGEMENT PARTNERS L.P. GROUP MEMBERS: RHO MANAGEMENT TRUST II GROUP MEMBERS: RHO MANAGEMENT VENTURES IV, L.L.C. GROUP MEMBERS: RHO VENTURES IV (QP), L.P. GROUP MEMBERS: RHO VENTURES IV GMBH & CO. BETEILIGUNGS KG GROUP MEMBERS: RHO VENTURES IV, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NITROMED INC CENTRAL INDEX KEY: 0000927829 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 223159793 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79469 FILM NUMBER: 061287926 BUSINESS ADDRESS: STREET 1: 12 OAK PARK DR CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 7816859700 MAIL ADDRESS: STREET 1: 12 OAK PARK DR CITY: BEDFORD STATE: MA ZIP: 01730 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RHO CAPITAL PARTNERS INC CENTRAL INDEX KEY: 0001020455 IRS NUMBER: 133087622 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127516677 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: RHO MANAGEMENT CO INC DATE OF NAME CHANGE: 19960806 SC 13D/A 1 r_nit13dam4.txt AMENDMENT NO. 4 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* NitroMed, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 654798503 (CUSIP Number) Jeffrey I. Martin Rho Capital Partners, Inc. 152 West 57th Street, 23rd Floor New York, New York 10019 212-751-6677 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) December 14, 2006 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. 1/ The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 654798503 1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Rho Capital Partners, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York 7. SOLE VOTING POWER 5,397,711 Shares 8. SHARED VOTING POWER 0 Shares 9. SOLE DISPOSITIVE POWER 5,397,711 Shares 10. SHARED DISPOSITIVE POWER 0 Shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,397,711 Shares 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.5% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO, IA CUSIP No. 654798503 1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Joshua Ruch 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Republic of South Africa 7. SOLE VOTING POWER 24,802 Shares 8. SHARED VOTING POWER 5,397,711 Shares 9. SOLE DISPOSITIVE POWER 24,802 Shares 10. SHARED DISPOSITIVE POWER 5,397,711 Shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,422,513 Shares 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.6% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 654798503 1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Habib Kairouz 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Canada 7. SOLE VOTING POWER 2,537 Shares 8. SHARED VOTING POWER 5,397,711 Shares 9. SOLE DISPOSITIVE POWER 2,537 Shares 10. SHARED DISPOSITIVE POWER 5,397,711 Shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,400,248 Shares 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.5% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 654798503 1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Mark Leschly 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) PF/OO 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Kingdom of Denmark 7. SOLE VOTING POWER 51,244 Shares 8. SHARED VOTING POWER 5,397,711 Shares 9. SOLE DISPOSITIVE POWER 51,244 Shares 10. SHARED DISPOSITIVE POWER 5,397,711 Shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,448,955 Shares 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.7% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 654798503 1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Rho Ventures IV, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) WC 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. SOLE VOTING POWER 378,884 Shares 8. SHARED VOTING POWER 0 Shares 9. SOLE DISPOSITIVE POWER 378,884 Shares 10. SHARED DISPOSITIVE POWER 0 Shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 378,884 Shares 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN CUSIP No. 654798503 1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Rho Ventures IV (QP), L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) WC 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. SOLE VOTING POWER 891,990 Shares 8. SHARED VOTING POWER 0 Shares 9. SOLE DISPOSITIVE POWER 891,990 Shares 10. SHARED DISPOSITIVE POWER 0 Shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 891,990 Shares 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN CUSIP No. 654798503 1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Rho Management Ventures IV, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. SOLE VOTING POWER 1,270,874 Shares 8. SHARED VOTING POWER 0 Shares 9. SOLE DISPOSITIVE POWER 1,270,874 Shares 10. SHARED DISPOSITIVE POWER 0 Shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,270,874 Shares 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 654798503 1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Rho Ventures IV GmbH & Co Beteiligungs KG 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) WC 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Germany 7. SOLE VOTING POWER 929,582 Shares 8. SHARED VOTING POWER 0 Shares 9. SOLE DISPOSITIVE POWER 929,582 Shares 10. SHARED DISPOSITIVE POWER 0 Shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 929,582 Shares 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN CUSIP No. 654798503 1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Rho Capital Partners Verwaltungs GmbH 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Germany 7. SOLE VOTING POWER 929,582 Shares 8. SHARED VOTING POWER 0 Shares 9. SOLE DISPOSITIVE POWER 929,582 Shares 10. SHARED DISPOSITIVE POWER 0 Shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 929,582 Shares 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO CUSIP No. 654798503 1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Rho Management Trust II 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) WC/OO 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. SOLE VOTING POWER 2,647,802 Shares 8. SHARED VOTING POWER 0 Shares 9. SOLE DISPOSITIVE POWER 2,647,802 Shares 10. SHARED DISPOSITIVE POWER 0 Shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,647,802 Shares 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 654798503 1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Rho Investment Partners "H" L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. SOLE VOTING POWER 77,932 Shares 8. SHARED VOTING POWER 0 Shares 9. SOLE DISPOSITIVE POWER 77,932 Shares 10. SHARED DISPOSITIVE POWER 0 Shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 77,932 Shares 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN CUSIP No. 654798503 1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Rho Management Partners L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. SOLE VOTING POWER 21,145 Shares 8. SHARED VOTING POWER 77,932 Shares 9. SOLE DISPOSITIVE POWER 21,145 Shares 10. SHARED DISPOSITIVE POWER 77,932 Shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 99,077 Shares 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN CUSIP No. 654798503 1. NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Atlas Capital Corp. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. SOLE VOTING POWER 99,077 Shares 8. SHARED VOTING POWER 0 Shares 9. SOLE DISPOSITIVE POWER 99,077 Shares 10. SHARED DISPOSITIVE POWER 0 Shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 99,077 Shares 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO Item 1. Security and Issuer This statement relates to shares of Common Stock ("Shares"), $0.01 par value per share ("Common Stock"), of NitroMed, Inc., a Delaware corporation ("NitroMed" or the "Issuer"). The principal executive offices of NitroMed are located at 125 Spring Street, Lexington, Massachusetts 01730. This Amendment No. 4 is filed to reflect a distribution of 945,063 NitroMed Shares by one of the Reporting Persons on December 14, 2006. Item 2. Identity and Background (a) This statement is being filed by Rho Capital Partners, Inc. ("Rho"), a New York corporation, its shareholders, Messrs. Joshua Ruch, Habib Kairouz and Mark Leschly, and the following affiliated investment vehicles: Rho Ventures IV, L.P., Rho Ventures IV (QP), L.P., Rho Management Ventures IV LLC, Rho Ventures IV GmbH & Co Beteiligungs KG, Rho Capital Partners Verwaltungs GmbH, Rho Management Trust II, Rho Investment Partners "H" L.P., Rho Management Partners L.P. ("RMP") and Atlas Capital Corp. (the "Reporting Persons"). As the investment advisor to Rho Management Trust II, and as the management company for the other Rho-affiliated entities, Rho may be deemed to exercise sole investment and voting control over shares of NitroMed Common Stock held of record in the names of such investment vehicles. As controlling shareholders of Rho, Joshua Ruch, Habib Kairouz and Mark Leschly may be deemed to have shared authority over the shares of NitroMed Common Stock reported by Rho herein. (b) The business address for each of Rho Capital Partners, Inc., Joshua Ruch, Habib Kairouz, Mark Leschly and Rho Management Trust II is 152 West 57th Street, 23rd Floor, New York, New York 10019. The business address for each of Rho Ventures IV, L.P. Rho Ventures IV (QP), L.P., Rho Management Ventures IV, L.L.C., Rho Investment Partners "H" L.P., Rho Management Partners L.P. and Atlas Capital Corp. is 4 Dune Road, East Quogue, New York 11942. The business address for each of Rho Ventures IV GmbH & Co Beteiligungs KG and Rho Capital Partners Verwaltungs GmbH is c/o P+P Pollath + Partners, Rechtsanwalte, Kardinal-Faulhaber Strasse 10, Munchen D-80333, Germany. (c) Messrs. Joshua Ruch, Habib Kairouz and Mark Leschly are employed by Rho as Managing Partners. (d)-(e) During the last five years, none of Rho or Messrs. Ruch, Kairouz or Leschly, to the best of their knowledge, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any of the foregoing was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The information set forth in item 6 of the cover pages is hereby incorporated by reference into this Item 2(f). Item 3. Source and Amount of Funds or Other Consideration On December 14, 2006, Rho Management Trust II, a New York grantor trust, distributed an aggregate of 945,063 Shares to the grantors of such trust (the "Distribution"). Of such Shares, 452,974 Shares were distributed to persons not affiliated with the Reporting Persons, 450,376 Shares were distributed to a managed account that has an investment advisory relation with Rho, and 41,713 Shares were distributed to principals of Rho. No consideration was paid for any Shares received by the Reporting Persons in connection with the Distribution. Item 4. Purpose of Transaction The Shares reported herein were acquired solely for investment purposes. The Reporting Persons do not have any present plans or proposals that relate to or would result in any change in the business, policies, management, structure or capitalization of the Issuer. The Reporting Persons reserve the right to acquire, or dispose of, additional securities of the Issuer in the ordinary course of their business, to the extent deemed advisable in the light of their general investment and trading policies, market conditions or other factors. The Reporting Persons will continue to evaluate the business and prospects of the Issuer, and their present and future interest in, and intentions with respect to, the Issuer, and in connection therewith expect from time to time to consult with management and other shareholders of the Issuer. Mark Leschly, a Reporting Person, currently serves on the board of directors of the Issuer, and has served in such capacity since September 1996. As director, Mr. Leschly received on May 19, 2006 an option grant for 15,000 Shares, which vests and becomes fully exercisable for Shares on May 17, 2007. Other than as described above, the Reporting Persons do not have any plans or proposals which would result in any of the following: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (I) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer (a)-(b) As the investment advisor to Rho Management Trust II and as the management company to each of the other Rho-affiliated entities, Rho may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of the 5,397,711 shares of Issuer Common Stock reported hereby, constituting 14.5% of the 37,145,372 issued and outstanding shares of the Issuer's Common Stock outstanding as of October 30, 2006 (as per the Issuer's Form 10-Q, dated September 30, 2006). Messrs. Ruch, Kairouz and Leschly may be deemed to share investment and voting control over the 5,397,711 NitroMed Common Stock deemed beneficially owned by Rho. In addition, Mr. Leschly has sole beneficial ownership over 51,244 Shares of NitroMed Common Stock, consisting of 20,000 Shares acquired upon exercise of options received in his capacity as a director of NitroMed, 3,744 Shares received in distributions from certain partnerships managed by HealthCare Ventures, and 27,500 Shares exercisable under options exercisable within the next 60 days. Mr. Ruch and Mr. Kairouz hold 24,802 Shares and 2,537 Shares, respectively, pursuant to the Distribution. In each case, such Reporting Persons may be deemed to beneficially own 14.6%, 14.5%, and 14.7%, respectively, of the 37,145,372 shares of the Issuer's Common Stock issued and outstanding as of October 30, 2006 (as per the Issuer's Form 10-Q, dated September 30, 2006). Other than the shares of Issuer Common Stock in which they have a pecuniary interest, each of Rho and Messrs. Ruch, Kairouz and Leschly disclaims beneficial ownership of the Shares reported in this statement. Of the 5,397,711 Shares of NitroMed Common Stock reported by Rho hereby, and after giving effect to registrations pursuant to the Distribution, 378,884 Shares are held of record by Rho Ventures IV, L.P., 891,990 Shares are held of record by Rho Ventures IV (QP), L.P., 929,582 Shares are held of record by Rho Ventures IV GmbH & Co. Beteiligungs KG, 2,647,802 Shares are held of record by Rho Management Trust II, and 450,376 Shares are held of record by a managed account of Rho. Rho Management Ventures IV, LLC, a Delaware limited liability company ("Management IV"), is the general partner of Rho Ventures IV, L.P. ("Rho IV") and Rho Ventures IV (QP), L.P. ("QP") As such, Management IV has sole voting and investment control with respect to the 1,270,874 Shares held of record by Rho IV and QP. Rho Capital Partners Verwaltungs GmbH, a German corporation ("Partners GmbH"), is the general partner of Rho Ventures IV GmbH & Co. Beteiligungs KG, a German limited liability partnership. As such, Partners GmbH has sole voting and investment control with respect to the 929,582 Shares held of record by Rho Ventures IV GmbH & Co. Beteiligungs KG. RMP is the general partner of RIP H. As such, RMP may be deemed to have sole voting and investment control with respect to the 77,932 Shares held of record by RIP H, as well as the 21,145 Shares owned by it of record. Atlas Capital Corp., as general partner of RMP, may be deemed to exercise sole voting and investment control with respect to the 99,077 Shares deemed beneficially owned by RMP. (c) The information set forth in Item 3 hereof is hereby incorporated by reference into this Item 5(c). There were no other transaction in the Shares by the Reporting Persons in the past 60 days. (d) No persons other than the Reporting Persons and their investment clients have the right to participate in the receipt of dividends from, or the proceeds from the sale of, the shares of Issuer Common Stock covered hereby. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer RIP H, an affiliate of Rho and a Delaware limited partnership, has entered into a Loan Modification Agreement, dated November 28, 2003 (the "Modification Agreement"), with Hudson Trust, Nautilus Trust and certain other parties. Pursuant to that Modification Agreement, and upon the occurrence of certain conditions, RIP H may become eligible to purchase an additional 48,073 shares of the Issuer's Common Stock, representing 0.1% of the Issuer's Common Stock outstanding as per the Issuer's latest Form 10-Q, in consideration for the cancellation of a previously contracted debt. Until the occurrence of the conditions specified in the Modification Agreement, Rho and its affiliate do not have investment control or voting control over such 48,073 Shares. Neither Rho nor RIP H has the right to acquire investment or voting control over such Shares within the next 60 days. The foregoing summary of the terms of the Modification Agreement is qualified by reference to the full text of that agreement, which is included as Exhibit C to this statement on Schedule 13D, and is incorporated herein by reference. Mark Leschly holds options to purchase an aggregate of 47,500 shares of NitroMed Common Stock, of which options to purchase 27,500 Shares are immediately exercisable, and the remaining 20,000 are exercisable on dates following the next 60 days. Except as described or referred to above, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between such persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to Be Filed as Exhibits The following documents are filed as exhibits hereto: A. Statement Appointing Designated Filer and Authorized Signer dated November 5, 2003. (1) B. Loan Modification Agreement, dated November 28, 2003. (2) - -------------------- (1) Incorporated by reference to Exhibit 99.1 filed with an Initial Statement of Beneficial Ownership of Securities on Form 3 by each of the Reporting Persons on November 5, 2003. (2) Incorporated by reference to the exhibit to the Schedule 13D filed by Rho Capital Partners, Inc. on January 20, 2004. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 19, 2006 RHO CAPITAL PARTNERS, INC. By:/s/ Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer JOSHUA RUCH /s/ Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer for Joshua Ruch HABIB KAIROUZ /s/ Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer for Habib Kairouz MARK LESCHLY /s/ Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO VENTURES IV, L.P. /s/ Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO VENTURES IV (QP), L.P. /s/ Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO MANAGEMENT VENTURES IV, L.L.C. /s/ Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO VENTURES IV GMBH & CO BETEILIGUNGS KG /s/ Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO CAPITAL PARTNERS VERWALTUNGS GMBH /s/ Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO MANAGEMENT TRUST II /s/ Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO INVESTMENT PARTNERS "H" L.P. /s/ Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO MANAGEMENT PARTNERS L.P. /s/ Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer ATLAS CAPITAL CORP. /s/ Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer -----END PRIVACY-ENHANCED MESSAGE-----