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*
GREAT POINT PARTNERS LLC

(Last) (First) (Middle)
2 PICKWICK PLAZA, SUITE 450

(Street)
GREENWICH CT 06380

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VALENTIS INC [ VLTS ]
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)
06/04/2004
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 4,000 D(1)
Common Stock 02/11/2004 P 12,000 A $4.97 12,000 I By Jeffrey Jay, Trustee and Joseph Ansler, Trustee, for the Carolyn A. Jay Trust(2)
Common Stock 02/11/2004 P 12,000 A $5 12,000 I By Jeffrey Jay, Trustee and Joseph Ansler, Trustee, for the Jeffrey R. Jay, Jr. Trust(2)
Common Stock 06/04/2004 S 130,000 D $5.1 684,100 I By Biomedical Value Fund, L.P.(3)
Common Stock 348,900 I By Biomedical Offshore Value Fund, Ltd.(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
GREAT POINT PARTNERS LLC

(Last) (First) (Middle)
2 PICKWICK PLAZA, SUITE 450

(Street)
GREENWICH CT 06380

(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*
JAY JEFFREY R

(Last) (First) (Middle)
GREAT POINT PARTNERS LLC
2 PICKWICK PLAZA, SUITE 450

(Street)
GREENWICH CT 06380

(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. Owned by Dr. Jeffrey R. Jay, M.D. ("Dr. Jay").
2. Dr. Jay, as a trustee of the Carolyn A. Jay Trust and the Jeffrey R. Jay, Jr. Trust (each a "Trust" and together the "Trusts"), has voting and investment power with respect to the shares held by the Trusts and may be deemed to be the beneficial owner of such shares. Dr. Jay has no pecuniary interest in the shares held by the Trusts and disclaims any beneficial interest in such shares, and this report shall not be deemed to be an admission that he is the beneficial owner of such securities.
3. Great Point Partners, LLC ("Great Point") is the investment manager of Biomedical Value Fund, L.P. ("BMVF") and by virtue of such status may be deemed to be the beneficial owner of the shares held by BMVF. Dr. Jay as senior managing member of Great Point, has voting and investment power with respect to the shares held by BMVF and may be deemed to be the beneficial owner of the shares held by BMVF. Great Point and Dr. Jay disclaim beneficial ownershp of the shares held by BMVF, except to the extent of any pecuniary interest, and this report shall not be deemed to be an admission that they are the beneficial owners of such securities.
4. Great Point is the investment manager of Biomedical Offshore Value Fund, Ltd. ("BOVF") and by virtue of such status may be deemed to be the beneficial owner of the shares held by BOVF. Dr. Jay, as senior managing member of Great Point, has voting and investment power with respect to the shares held by BOVF and may be deemed to be the beneficial owner of the shares held by BOVF. Great Point and Dr. Jay disclaim beneficial ownership of the shares held by BOVF, except to the extent of any pecuniary interest, and this report shall not be deemed to be an admission that they are the beneficial owners of such securities.
GREAT POINT PARTNERS, LLC By: /s/ Dr. Jeffrey R. Jay, M.D., as Senior managing member 06/04/2004
/s/ Dr. Jeffrey R. Jay, M.D. 06/04/2004
** 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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