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^*

XMARK ASSET MANAGEMENT LLC

(Last)

(First)

(Middle)

152 W 57TH STREET, 21ST FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PHOTOGEN TECHNOLOGIES INC [ PHGN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2003

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, par value $0.01 per share⁽³⁾	08/01/2003		P		82,977	A	$1	2,422,110	I	See footnotes 1 and 2⁽¹⁾⁽²⁾
Common Stock, par value $0.01 per share⁽³⁾	09/02/2003		P		26,248	A	$1	2,448,358	I	See footnotes 1 and 2⁽¹⁾⁽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)
Put (right to sell)⁽³⁾	$1	08/01/2003		P		82,977		⁽⁴⁾⁽⁵⁾	06/18/2005	Common Stock	82,977	⁽⁶⁾	1,900,371	I	See footnotes 1 and 2⁽¹⁾⁽²⁾
Put (right to sell)⁽³⁾	$1	09/02/2003		P		26,248		⁽⁴⁾⁽⁵⁾	06/18/2005	Common Stock	26,248	⁽⁶⁾	1,926,619	I	See footnotes 1 and 2⁽¹⁾⁽²⁾

Explanation of Responses:

1. On August 1, 2003, Xmark Fund, L.P., a Delaware limited partnership ("Xmark LP"), and Xmark Fund, Ltd., a Cayman Islands corporation ("Xmark Ltd." and together with Xmark LP, "Xmark"), acquired 24,769 and 58,208 shares (collectively, the "August 1 Shares") of Common Stock, par value $0.01 per share (the "Common Stock"), of Photogen Technologies, Inc., a Nevada corporation (the "Company"), respectively, from the Company pursuant to that certain Going Forward Agreement, dated as of May 2, 2003 and amended on August 18, 2003 (the "Xmark Going Forward Agreement"), by and among the Company and Xmark. On September 2, 2003, Xmark LP and Xmark Ltd. acquired an additional 7,835 and 18,413 shares (collectively, the "September 2 Shares") of Common Stock, respectively, from the Company pursuant to the Xmark Going Forward Agreement. The shares of Common Stock acquired by Xmark pursuant to the Xmark Going Forward Agreement had an ascribed value per share of $1.00.

2. The August 1 Shares and the September 2 Shares were issued to Xmark as payment for the outstanding amounts due and owing to Xmark as a result of the Company's failure to timely register shares of Common Stock owned by Xmark. The reporting person is Xmark Asset Management, LLC ("XAM"), a New York limited liability company, which is the investment manager for each of Xmark LP and Xmark Ltd. In such capacity, XAM possesses the power to vote and direct the disposition of all securities held by Xmark LP and Xmark Ltd.

3. XAM's interest in the securities reported herein is limited to its pecuniary interest in Xmark LP and Xmark Ltd., if any.

4. Xmark has the right to require the Company to purchase the August 1 Shares and the September 2 Shares at a per share purchase price of $1.00 on the terms and conditions set forth in the Xmark Going Forward Agreement. XAM previously reported on its initial Form 3 filing that Xmark had the right to require the Company to purchase an aggregate of 1,817,394 shares of Common Stock at a per share purchase price of $1.00 pursuant to the terms of the Xmark Going Forward Agreement. As a result of Xmark's acquisition of the August 1 Shares and the September 2 Shares, as of the month ended September 30, 2003, Xmark has the right to require the Company to purchase an aggregate of 1,926,619 shares of Common Stock pursuant to the Xmark Going Forward Agreement.

5. Xmark's right to require the Company to purchase shares of Common Stock pursuant to the Xmark Going Forward Agreement is exercisable (i) in four equal quarterly installments commencing on September 16, 2003 or (ii) in full on the earlier to occur of (A) July 18, 2004 or (B) the completion of one or more institutional financings resulting in aggregate gross proceeds to the Company of at least $20,000,000.

6. In consideration for Xmark agreeing to extend the period during which it would refrain from exercising its rights and remedies as a secured creditor of Alliance Pharmaceutical Corp. ("Alliance"), the Company granted Xmark the right to put to the Company all shares of Common Stock acquired by it pursuant to that certain Standstill and Make Whole Agreement, dated as of December 30, 2002, by and among the Company, Xmark and Alliance and the Xmark Going Forward Agreement at a purchase price of $1.00 per share.

	/s/ Mitchell D. Kaye, Manager of Xmark Asset Management, LLC	01/14/2004
	** 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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