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* Wertheimer Samuel P (Last) (First) (Middle) 767 THIRD AVENUE, 30TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Biodel Inc [ BIOD ]	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) 05/16/2007
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/16/2007		C		1,258,756	A	$0	1,966,892	I	See footnote(1)

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
Series B Convertible Preferred Stock	(2)	05/16/2007		C			1,258,756	(2)	(2)	Common Stock	1,258,756	$0	0	I	See footnote(3)
Director's Stock Option (right to buy)	$5.65							(4)	07/10/2014	Common Stock	17,713		17,713	I(5)	See footnote(6)
Director's Stock Option (right to buy)	$12.63							(7)	11/30/2014	Common Stock	2,601		2,601	I(8)	See footnote(6)
Director Stock Option (right to buy)	$15							05/10/2007	05/09/2017	Common Stock	25,000		25,000	I(9)	See footnote(6)

Explanation of Responses:

1. The amount shown represents (i) 1,312,692 shares of Common Stock held directly by Caduceus Private Investments II LP, (ii) 491,506 shares of Common Stock held by Caduceus Private Investments II (QP), LP, and (iii) 162,694 shares of Common Stock held directly by UBS Juniper Crossover Fund, L.L.C., affiliates of the Reporting Person. The Reporting Person disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.

2. The Series B Convertible Preferred Stock had no expiration date. It was immediately exercisable and was converted into Common Stock of the Issuer on a one for one basis upon the close of the Issuer's initial public offering.

3. The amount shown represents (i) 840,081 shares of Series B Convertible Preferred Stock held directly by Caduceus Private Investments II LP, (ii) 314,543 shares of our Series B Convertible Preferred Stock held directly by Caduceus Private Investments II (QP), LP, and (iii) 104,132 shares of Series B Convertible Preferred Stock held directly by UBS Juniper Crossover Fund, L.L.C., affiliates of the Reporting Person. The Reporting Person disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.

4. This option is exercisable in two equal installments on July 11, 2007 and July 11, 2008.

5. The amount shown represents (i) options to purchase 11,822 shares of common stock, held directly by Caduceus Private Investments II LP, (ii) options to purchase 4,426 shares of common stock, held directly by Caduceus Private Investments II (QP), LP and (iii) options to purchase 1,465 shares of common stock, held directly by UBS Juniper Crossover Fund, LLC.

6. The options were granted to Samuel Wertheimer, a director of the Issuer. Mr. Wertheimer is a principal of the Reporting Person. Mr. Wertheimer is obligated to transfer any shares issued under the options to the Reporting Person.

7. The options is exercisable in two equal installments on December 1, 2007 and December 1, 2008.

8. The amount shown represents (i) options to purchase 1,736 shares of common stock, held directly by Caduceus Private Investments II LP, (ii) options to purchase 650 shares of common stock, held directly by Caduceus Private Investments II (QP), LP and (iii) options to purchase 215 shares of common stock, held directly by UBS Juniper Crossover Fund, LLC.

9. The amount shown represents (i) options to purchase 16,685 shares of common stock, held directly by Caduceus Private Investments II LP, (ii) options to purchase 6,247 shares of common stock, held directly by Caduceus Private Investments II (QP), LP and (iii) options to purchase 2,068 shares of common stock, held directly by UBS Juniper Crossover Fund, LLC.

	/s/ Sam Wertheimer	05/18/2007
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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