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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* CHARPIE RICHARD A (Last) (First) (Middle) C/O AMPERSAND VENTURES 55 WILLIAM STREET, SUITE 240 (Street) WELLESLEY MA 02481 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol V I TECHNOLOGIES INC [ VITX ]	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) 03/11/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/11/2005		P		76,002,354(1)	A	(1)	85,291,832(2)	I	See footnote(3)
Common Stock	03/11/2005		P		14,750,000(4)	A	$0.2	100,041,832(5)	I	See footnote(3)
Common Stock								94,985,766(6)(7)	I	See footnote(3)
Common Stock								92,032(8)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrants (right to buy)	$0.24	03/11/2005		P		6,637,500(9)		(10)	03/11/2010	Common Stock	6,637,500	$0	6,637,500	I	See footnote(3)
Stock Option (right to buy)	$0.7	03/11/2005		J(11)		15,000		(12)	03/11/2015	Common Stock	15,000	$0	15,000	I	See footnote(3)(11)

1. Name and Address of Reporting Person* CHARPIE RICHARD A (Last) (First) (Middle) C/O AMPERSAND VENTURES 55 WILLIAM STREET, SUITE 240 (Street) WELLESLEY MA 02481 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AMPERSAND 1999 LP (Last) (First) (Middle) C/O AMPERSAND VENTURES 55 WILLIAM STREET, SUITE 240 (Street) WELLESLEY MA 02481 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AMP-99 MANAGEMENT CO LLC (Last) (First) (Middle) C/O AMPERSAND VENTURES 55 WILLIAM STREET, SUITE 240 (Street) WELLESLEY MA 02481 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. As a result of the merger (the "Merger") of the issuer and Panacos Pharmaceuticals, Inc. ("Panacos") and at a ratio of 6.75275 shares of the issuer's common stock per one share of Panacos's common or preferred stock, Ampersand 1999 Limited Partnership acquired 74,482,311 shares of the issuer's common stock and Ampersand 1999 Companion Fund Limited Partnership acquired 1,520,043 shares of the issuer's common stock. On the effective date of the Merger, the closing price of the issuer's common stock was $0.73. Note: The share numbers reported on this form do not reflect the 1-for-10 reverse stock split of the Company's common stock approved by the Board of Directors on March 14, 2005.

2. Richard A. Charpie may be attributed with the ownership of 6,963,020 shares held by Ampersand 1995 Limited Partnership, 109,233 shares held by Ampersand 1995 Companion Fund Limited Partnership, 76,644,076 shares held by Ampersand 1999 Limited Partnership, 1,564,161 shares held by Ampersand 1999 Companion Fund Limited Partnership and 11,342 shares held by Ampersand Venture Management Trust. Dr. Charpie disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interest therein.

3. Dr. Charpie is the Managing Partner of AMP-95 MCLP LLP. AMP-95 MCLP LLP is the General Partner of AMP-95 Management Company Limited Partnership, which is the General Partner of Ampersand 1995 Limited Partnership and Ampersand 1995 Companion Fund Limited Partnership. Dr. Charpie is the Principal Managing Member of AMP-99 Management Company Limited Liability Company, which is the General Partner of Ampersand 1999 Limited Partnership and Ampersand 1999 Companion Fund Limited Partnership. Dr. Charpie is the sole member of Ampersand Venture Management 2003 LLC, which is the sole owner of shares of beneficial interest of Ampersand Venture Management Trust.

4. Pursuant to a private placement by the issuer, Ampersand 1999 Limited Partnership acquired 14,455,000 shares of the issuer's common stock and Ampersand 1999 Companion Fund Limited Partnership acquired 295,000 shares of the issuer's common stock.

5. Dr. Charpie may be attributed with the ownership of 6,963,020 shares held by Ampersand 1995 Limited Partnership, 109,233 shares held by Ampersand 1995 Companion Fund Limited Partnership, 91,099,076 shares held by Ampersand 1999 Limited Partnership, 1,859,161 shares held by Ampersand 1999 Companion Fund Limited Partnership and 11,342 shares held by Ampersand Venture Management Trust. Dr. Charpie disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interest therein.

6. Dr. Charpie has been attributed with the beneficial ownership of shares of the issuer's common stock held by Ampersand 1995 Limited Partnership and Ampersand 1995 Companion Fund Limited Partnership. In anticipation of the expiration of its ten year term, Ampersand 1995 Limited Partnership distributed 5,029,687 shares of the issuer's common stock in a pro rata distribution to its partners on March 14, 2005 for no consideration. In anticipation of the expiration of its ten year term, Ampersand 1995 Companion Fund Limited Partnership distributed 81,782 shares of the issuer's common stock in a pro rata distribution to its partners on March 14, 2005 for no consideration. AMP-95 Management Company Limited Partnership ("AMP-95 MCLP") received 101,722 shares from these distribution and in turn distributed all of these shares to its partners on March 14, 2005 for no consideration. Ampersand Venture Management Trust received 55,403 shares from these distributions.

7. Dr. Charpie may be attributed with the ownership of 1,933,333 shares held by Ampersand 1995 Limited Partnership, 27,451 shares held by Ampersand 1995 Companion Fund Limited Partnership, 91,099,076 shares held by Ampersand 1999 Limited Partnership, 1,859,161 shares held by Ampersand 1999 Companion Fund Limited Partnership, 66,745 shares held by Ampersand Venture Management Trust. Dr. Charpie disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interest therein.

8. Dr. Charpie received 8,730 shares from the distribution described in footnote 6. Because Dr. Charpie had previously reported indirect beneficial ownership of these shares, these transactions constitute a mere change in form of beneficial ownership.

9. Pursuant to a private placement by the issuer, Ampersand 1999 Limited Partnership acquired 6,504,750 warrants and Ampersand 1999 Companion Fund Limited Partnership acquired 132,750 warrants. Dr. Charpie disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interest therein.

10. These warrants are exercisable immediately, although they may not be exercisable under certain circumstances.

11. The option was granted to Herbert Hooper, a director of the issuer and a partner of Ampersand 1999 Limited Partnership and Ampersand 1999 Companion Fund Limited Partnership. Dr. Hooper has assigned the economic benefits of such option to Ampersand 1999 Limited Partnership and Ampersand 1999 Companion Fund Limited Partnership, both of which disclaim beneficial ownership of the option except to the extent of their pecuniary interest therein. Dr. Charpie is the Principal Managing Member of AMP-99 Management Company Limited Liability Company, which is the General Partner of Ampersand 1999 Limited Partnership and Ampersand 1999 Companion Fund Limited Partnership. Dr. Charpie disclaims beneficial ownership of the option except to the extent of his pecuniary interest therein.

12. The option vests as to 25% of the total shares subject to the option on the sixth month anniversary following the date of grant and as to 25% of the total shares subject to the option on each of the second, third and fourth yearly anniversary following the date of grant.

Remarks:

	Richard A. Charpie, individually and as the Principal Managing Member of AMP-99 Management Company LLC, the General Partner of 1999 Limited Partnership	03/14/2005
	** Signature of Reporting Person	Date
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