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^*

BREWER H BRYAN JR

(Last)

(First)

(Middle)

11410 RIVER ROAD

(Street)

POTOMAC

20854

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LIPID SCIENCES INC/ [ LIPD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2005

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)

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)
Stock Option (right to buy)	$3.21	05/16/2005		D			116,927	⁽¹⁾	03/10/2011	Common Stock	116,927	$0⁽⁸⁾	295,000	D
Stock Option (right to buy)	$3.5	05/16/2005		D			120,000	⁽²⁾	01/27/2013	Common Stock	120,000	$0⁽⁸⁾	175,000	D
Stock Option (right to buy)	$2.13	05/16/2005		D			150,000	⁽³⁾	09/17/2013	Common Stock	150,000	$0⁽⁸⁾	25,000	D
Stock Option (right to buy)	$4.97	05/16/2005		D			25,000	⁽⁴⁾	03/25/2014	Common Stock	25,000	$0⁽⁸⁾	0	D
Stock Option (right to buy)	$4.05	05/16/2005		A		116,927		05/16/2005	03/10/2011	Common Stock	116,927	$0⁽⁸⁾	116,927	D
Stock Option (right to buy)	$4.05	05/16/2005		A		120,000		05/16/2005	01/27/2013	Common Stock	120,000	$0⁽⁸⁾	236,927	D
Stock Option (right to buy)	$4.05	05/16/2005		A		150,000		⁽⁵⁾	09/17/2013	Common Stock	150,000	$0⁽⁸⁾	386,927	D
Stock Option (right to buy)	$4.05	05/16/2005		A		25,000		05/16/2005	03/25/2014	Common Stock	25,000	$0⁽⁸⁾	411,927	D
Stock Option (right to buy)	$4.05	05/16/2005		A		350,000		⁽⁶⁾	05/15/2015	Common Stock	350,000	$0⁽⁸⁾	761,927	D
Stock Option (right to buy)	$4.05	05/16/2005		A		100,000		⁽⁷⁾	05/15/2015	Common Stock	100,000	$0⁽⁸⁾	861,927	D

Explanation of Responses:

1. The options with respect to 23,387 of the shares vested on March 11, 2001, and the remaining options vested in equal annual installments on the 1st, 2nd and 3rd anniversaries of March 11, 2001.

2. 1/3 of the options vested on January 28, 2003, 1/3 on January 28, 2004, and 1/3 on January 28, 2005.

3. The options with respect to 59,375 of the shares were vested as of May 16, 2005. The remaining options were to vest monthly, on the 18th of each month, with respect to 1/48th of the total shares until September 18, 2007.

4. 1/2 of the options vested on March 26, 2004, and the other 1/2 on January 28, 2005.

5. The options with respect to 59,375 of the shares has already vested, with the remaining options to vest in equal monthly installments through September 2007.

6. The options with respect to 116,667 of the shares shall vest on May 16, 2006, the options with respect to 116,666 of the shares shall vest on May 16, 2007, and the options with respect to the remaining 116,666 shares shall vest on May 16, 2008.

7. The options with respect to 33,334 of the shares shall vest on May 16, 2006, the options with respect to 33,333 of the shares shall vest on May 16, 2007, and the options with respect to the remaining 33,333 shares shall vest on May 16, 2008.

8. As part of an agreement under which the reporting person will provide additional services to the issuer, all of the options indicated with transaction code "D" (116,927 shares at $3.21/share, 120,000 shares at $3.50/share, 150,000 shares at $2.13/share, and 25,000 shares at $4.97/share) have been cancelled and the reporting person has been granted the options indicated with transaction code "A." Such new options covering a total of 861,927 shares have an exercise price of $4.05/share.

	By Sandra Gardiner, as Attorney-in-Fact on behalf of H. Bryan Brewer, Jr., Vice Chairman of the Board of Directors	05/17/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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