SEC FORM 4/A

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^*

OXFORD BIOSCIENCE PARTNERS IV LP

(Last)

(First)

(Middle)

222 BERKELEY STREET, SUITE 1650

(Street)

BOSTON

02216

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IMCOR PHARMACEUTICAL CO [ ICPHC ]

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)
04/14/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/17/2004

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	04/14/2004		P		5,445,365⁽¹⁾	A	$0.4	11,862,462	D
Common Stock	04/14/2004		P		9,654,004⁽²⁾	A	$0.4	21,516,466	D
Common Stock	04/19/2004		P		21,816,916⁽³⁾	A	$0.4	43,333,382	D
Revolving Convertible Senior Secured Promissory Notes	04/14/2004		S		3,861,601.5⁽²⁾	D	$0.4	0	D
Secured Promissory Notes	04/19/2004		S		8,726,766.55⁽³⁾	D	$0.4	0	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)
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)
Warrants to Purchase Common Stock	$0.5	04/14/2004		P		2,722,683⁽⁴⁾		04/14/2004	04/14/2009	Common Stock	2,722,683	$0	2,722,683	D

Explanation of Responses:

1. On April 14, 2004, Oxford agreed to purchase 568,678 shares of common stock at a price of $0.75 per share. On April 19, 2004, the first of two closings occurred and the shares mentioned in the previous sentence were issued. On June 30, 2004, the second closing occurred and the entire transaction (including the April 19, 2004 and June 30, 2004 closings) was re-priced at $0.40 per share. Based on the revised terms, 4,876,687 shares were issued to Oxford on June 30, 2004.

2. On April 14, 2004, Oxford agreed to convert convertible notes in the aggregate amount of $3,861,601.51 at a conversion price of $0.75 per share. This conversion resulted in the acquisition of 5,148,802 shares by Oxford. On June 30, 2004, in connection with the second closing and the re-pricing of the shares at $0.40 per share, an additional 4,505,202 shares were issued to Oxford.

3. On June 30, 2004, in connection with the second closing, Oxford converted secured notes in the aggregate of $8,726,766.55 at a price of $0.40 per share, which resulted in its acquisition of 21,816,916 shares of common stock.

4. On April 19, 2004 in connection with the first closing, Oxford acquired warrants to purchase 284,339 shares of common stock. In connection with the second closing on June 30, 2004, Oxford acquired warrants to purchase an additional 2,438,344 shares of common stock.

	/s/ Alexia Pearsall, under power of attorney for Jonathan Fleming, general partner of OBP Management IV L.P., its general partner	07/02/2004
	** 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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