4 1 a2107360z4.htm FORM 4

FORM 4

o Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

(Print or Type Responses)

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,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(h) of the Investment Company Act of 1940

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Name and Address of Reporting Person*

Issuer Name and Ticker or Trading Symbol

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

BVF Partners L.P.

Advanced Magnetics, Inc. ("AVM")

Director

X 10% Owner

(Last)

(First)

(Middle)

I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)

Statement for
Month/Day/Year

         Officer
        (give title
        below)

         Other
        (specify
        below)

227 West Monroe Street, Suite 4800

March 28, 2003

(Street)

If Amendment, Date of Original (Month/Day/Year)

Individual or Joint/Group Filing
(Check Applicable Line)
             Form filed by one Reporting
            Person
    X     Form filed by More than

Chicago,

Illinois

60606

one Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Title of Security
(Instr. 3)

Transaction Date

2A.

Deemed Execution Date, if any

Transaction Code
(Instr. 8)

Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)

Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)

Nature of Indirect Beneficial Ownership
(Instr. 4)

(Month/Day/Year)

Code

Amount

(A) or
(D)

Price

Common Stock

3/28/03

2,000

$4.1500

(I)

(1)(2)

Common Stock

3/28/03

1,000

$4.1500

(I)

(1)(3)

Common Stock

3/28/03

2,000

$4.1500

(I)

(1)(4)

1,382,733

If the form is filed by more than one reporting person, see* Instruction 4(b)(v).				(Over)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FORM 4 (Continued)

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

Title of Derivative Security
(Instr. 3)

Conversion or Exercise Price of Derivative Security

Transaction Date
(Month/Day/Year)

3A.

Deemed Execution Date, if any
(Month/Day/Year)

Transaction Code
(Instr. 8)

Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

Date Exercisable and Expiration Date (Month/Day/Year)

Code

(A)

(D)

Date
Exercisable

Expiration Date

7.	Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11.	Nature of Indirect Beneficial Ownership (Instr. 4)

	Title	Amount or Number of Shares

Explanation of Responses:

(1): The shares reported in this response are indirectly beneficially owned by BVF Partners L.P., a Delaware limited partnership ("Partners"), the designated filer of this joint filing on Form 4, and by its general partner, BVF Inc., a Delaware corporation ("BVF Inc."), which is also an investment advisor to Partners. Partners is the general partner of Biotechnology Value Fund, L.P., a Delaware limited partnership ("BVF, L.P.") and Biotechnology Value Fund II, L.P., a Delaware limited partnership ("BVF2, L.P."), both investment limited partnerships. Partners also is the manager of BVF Investments, L.L.C., a Delaware limited liability company ("Investments"). Pursuant to the operating agreement of Investments, Partners is authorized, among other things, to invest the funds of Ziff Asset Management, L.P., the majority member of Investments, in the shares of Common Stock reported in Table I as being beneficially owned by Investments. Mark N. Lampert is the sole shareholder and sole director of BVF Inc., and is an officer of BVF Inc. This joint filing on Form 4 shall not be deemed an admission that Mark N. Lampert is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any equity securities covered by this joint filing.
(2): Shares are directly beneficially owned by BVF, L.P.
(3): Shares are directly beneficially owned by BVF2, L.P.
(4): Shares are directly beneficially owned by Investments.

**		Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
		See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:		File three copies of this Form, one of which must be manually signed.
		If space is insufficient, see Instruction 6 for procedure.
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FORM 4 (Continued)

Listing of the names and addresses of other reporting persons:

1.	Biotechnology Value Fund, L.P.	BIOTECHNOLOGY VALUE FUND, L.P.
	227 West Monroe Street, Suite 4800
	Chicago, Illinois 60606	By:	BVF Partners L.P., its general partner

			By:	BVF Inc., its general partner

				By:	/s/ MARK N. LAMPERT **Signature of Reporting Person Authorized Signatory	April 1, 2003 Date

2.	Biotechnology Value Fund II, L.P.	BIOTECHNOLOGY VALUE FUND II, L.P.
	227 West Monroe Street, Suite 4800
	Chicago, Illinois 60606	By:	BVF Partners L.P., its general partner

			By:	BVF Inc., its general partner

				By:	/s/ MARK N. LAMPERT **Signature of Reporting Person Authorized Signatory	April 1, 2003 Date

3.	BVF Investments, L.L.C.	BVF INVESTMENTS, L.L.C.
	227 West Monroe Street, Suite 4800
	Chicago, Illinois 60606	By:	BVF Partners L.P., its manager

			By:	BVF Inc., its general partner

				By:	/s/ MARK N. LAMPERT **Signature of Reporting Person Authorized Signatory	April 1, 2003 Date

4.	BVF Inc.	BVF INC.
	One Sansome Street, 31st Floor
	San Francisco, California 94104	By:	/s/ MARK N. LAMPERT **Signature of Reporting Person Authorized Signatory			April 1, 2003 Date

5.	Mark N. Lampert One Sansome Street, 31st Floor San Francisco, California 94104	By:	/s/ MARK N. LAMPERT **Signature of Reporting Person Authorized Signatory			April 1, 2003 Date

**		Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
		See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:		File three copies of this Form, one of which must be manually signed.
		If space is insufficient, see Instruction 6 for procedure.
		Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Control Number.

Page 3 of 3
SEC 1474 (9-02)

BVF Partners L.P.

BVF Inc., its general partner

/s/ MARK N. LAMPERT
** Signature of Reporting Person

April 1, 2003
Date