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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* HEALTHCARE VENTURES II LP (Last) (First) (Middle) 44 Nassau Street (Street) Princeton NJ 08542 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol DIACRIN INC /DE/ [ DCRN ]	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) 08/21/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/21/2003		D		3,196,385(1)	D	$0(1)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* HEALTHCARE VENTURES II LP (Last) (First) (Middle) 44 Nassau Street (Street) Princeton NJ 08542 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HEALTHCARE PARTNERS II LP (Last) (First) (Middle) 44 Nassau Street (Street) Princeton NJ 08542 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CAVANAUGH JAMES H (Last) (First) (Middle) 44 Nassau Street (Street) Princeton NJ 08542 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WERNER HAROLD R (Last) (First) (Middle) 44 Nassau Street (Street) Princeton NJ 08542 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CROUSE WILLIAM (Last) (First) (Middle) 44 Nassau Street (Street) Princeton NJ 08542 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LITTLECHILD JOHN W (Last) (First) (Middle) ONE KENDALL SQUARE BUILDING 300 (Street) CAMBRIDGE MA 02139 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The securities subject to this report were indirectly beneficially owned by HealthCare Partners II, L.P. ("HCPII"), the General Partner of HealthCare Ventures II, L.P., and James H. Cavanaugh, Harold Werner, William Crouse, and John Littlechild, each of whom is a general partner of HCPII and together were members of a Section 13(d) group that beneficially owned more than 10% of the Issuer's outstanding common stock. Mr. Littlechild is also a director of the Issuer. Dr. Cavanaugh and Messrs. Werner, Crouse and Littlechild disclaim beneficial ownership in those shares that they do not have a pecuniary interest. These shares were disposed of in connection with a merger agreement pursuant to which the Reporting Person received 1.5292 shares of GenVec, Inc. for each share of the Issuer.

Remarks:

	Jeffrey Steinberg, Administrative Partner	08/22/2003
	Jeffrey Steinberg, Administrative Partner	08/22/2003
	Jeffrey Steinberg, Attorney-in-Fact	08/22/2003
	Jeffrey Steinberg, Attorney-in-Fact	08/22/2003
	Jeffrey Steinberg, Attorney-in-Fact	08/22/2003
	Jeffrey Steinberg, Attorney-in-Fact	08/22/2003
	** 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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