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^*

Venkatesan Jay

(Last)

(First)

(Middle)

C/O TARGANTA THERAPEUTICS CORP.

222 THIRD STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Targanta Therapeutics Corp. [ TARG ]

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)
10/15/2007

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)
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	10/15/2007		C		2,092,987	A	$0⁽¹⁾	2,092,987	I	See footnote.⁽²⁾
Common Stock	10/15/2007⁽⁷⁾		P		575,000	A	$10	2,667,987	I	See footnote.⁽²⁾

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)
Warrant to Purchase Shares of Series C-1 Preferred Stock	$13.06⁽¹⁾	10/15/2007		C			82,956	⁽³⁾	⁽⁴⁾	Common Stock	103,695	$10.45⁽¹⁾	0	I	See footnote.⁽²⁾
Series C-3 Preferred Stock	⁽¹⁾	10/15/2007		C			1,674,390	⁽³⁾	⁽⁵⁾	Common Stock	2,092,987	$0⁽¹⁾	0	I	See footnote.⁽²⁾
Warrant to Purchase Common Stock	$10.45⁽¹⁾	10/15/2007		C		103,695		⁽³⁾	⁽⁴⁾	Common Stock	103,695	$10.45⁽¹⁾	103,695	I	See footnote.⁽²⁾
Options to Purchase Common Stock	$10	10/15/2007		A		25,000		⁽⁶⁾	10/15/2017	Common Stock	25,000	$10	25,000	D

Explanation of Responses:

1. Each outstanding share of Series C-1 Preferred Stock and Series C-3 Preferred Stock automatically converted into 1.25 shares of common stock upon the closing of the issuer's initial public offering.

2. Shares held by Brookside Capital Partners Fund, L.P. ("Brookside"). Dr. Venkatesan is a director of Brookside Capital Partners Fund. L.P. and as such may be deemed to hold voting and dispositive power with respect to all shares of common stock and warrants to purchase common stock held by Brookside Capital Partners Fund, L.P. Dr. Venkatesan disclaims all beneficial ownership of the shares and warrants held by Brookside Capital Partners Fund, L.P. excep to the extent of his pecuniary interest, if any, in such shares and warrants.

3. Immediately exercisable.

4. The fifth anniversary of the closing of the issuer's initial public offering (i.e. October 15, 2012).

5. Not applicable.

6. Options to Purchase Common Stock vest ratably in four equal installments on the date of grant and each of the first three anniversaries of the grant date.

7. On October 9, 2007, Brookside purchased 575,000 shares of Common Stock in connection with the Issuer's initial public offering. This purchase settled upon closing of the Issuer's public offering on October 15, 2007.

	/s/ Jay Venkatesan	10/15/2007
	** Signature of Reporting Person	Date
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