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^*

ELAN CORP PLC

(Last)

(First)

(Middle)

LINCOLN HOUSE

LINCOLN PLACE

(Street)

DUBLIN 2

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GLYCOGENESYS INC [ GLGS ]

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)
12/31/2001

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)
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	01/21/2002		P		597,205	A	$1.79	3,297,205	I⁽¹⁾	I⁽¹⁾
Common Stock	01/14/2004		X		149,301	A	$0.01	3,446,506	I⁽¹⁾	I⁽¹⁾

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)
Series B Preferred Stock⁽²⁾	$1.7	12/31/2001		P		0⁽⁶⁾		12/31/2003	⁽⁵⁾	Common Stock	862,706	$1,700	0⁽⁶⁾	I⁽¹⁾	I⁽¹⁾
Series B Preferred Stock⁽²⁾	$1.7	05/07/2002		P		0⁽⁷⁾		12/31/2003	⁽¹⁾	Common Stock	599,847	$1,700	0⁽¹¹⁾	I⁽¹⁾	I⁽¹⁾
Series B Preferred Stock⁽²⁾	$1.7	08/15/2002		P		0⁽⁸⁾		12/31/2003	⁽¹⁾⁽¹²⁾	Common Stock	832,125	$1,700	0	I⁽¹⁾	I⁽¹⁾
Series B Preferred Stock⁽²⁾	$1.7	12/18/2002		P		0⁽⁹⁾		12/31/2003	⁽¹⁾	Common Stock	1,176,471	$1,700	0⁽¹³⁾	I⁽¹⁾	I⁽¹⁾
Warrants (right to buy)	$2.15	01/21/2002		P		447,904		01/21/2002	01/21/2007	Common Stock	447,904	$0⁽³⁾	149,301	I⁽¹⁾	I⁽¹⁾
Warrants (right to buy)	$0.01	01/21/2002		P		149,301		01/21/2002	01/21/2007	Common Stock	149,301	$0⁽³⁾	149,301	I⁽¹⁾	I⁽¹⁾
Series A Preferred Stock	$2.43	12/18/2002		J⁽⁴⁾		0⁽¹⁰⁾		12/18/2004	⁽¹⁾	Common Stock	1,209,070	$0	0⁽¹⁴⁾	I⁽¹⁾	I⁽¹⁾
Warrants (right to buy)	$0.01	01/14/2004		X		149,301		01/21/2002	01/21/2007	Common Stock	149,301	$0	0	I⁽¹⁾	I⁽¹⁾

1. Name and Address of Reporting Person^*

ELAN CORP PLC

(Last)

(First)

(Middle)

LINCOLN HOUSE

LINCOLN PLACE

(Street)

DUBLIN 2

(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^*

ELAN INTERNATIONAL SERVICES LTD

(Last)

(First)

(Middle)

102 JAMES COURT FLATTS

SMITH PARISH FL 04

(Street)

BERMUDA

00000

(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. These securities are beneficially owned indirectly by Elan Corporation, plc and directly by its wholly-owned subsidiary, Elan International Services, Ltd.
2. The Series B Preferred Stock accrues dividends at a rate of 7% per annum, compounded annually on December 31. Dividends are payable in kind at a price per share of $1,700 on December 31 of each year, provided such dividends are not declared or paid without the prior written consent of the Holder. No dividends have been paid on the Series B Preferred Stock. However, each share of Series B Preferred Stock is convertible into such number of shares of Common Stock as is determined by dividing the original issue price of $1,700 plus the amount of any accrued and unpaid dividends thereon by $1.70. The accrued but unpaid dividends on the Series B Preferred Stock as of January 22, 2004 would be convertible into 389,581 shares of Common Stock in the aggregate.
3. These securities were acquired for no additional consideration in connection with the acquisition of the Common Stock on January 21, 2002.
4. In connection with the termination of the joint venture among the Reporting Persons and the Issuer, the Issuer issued these securities to Elan International Services, Ltd. in settlement of all mandatory paid-in-kind dividends for the period from July 11, 2001 to Sepetember 30, 2004 on the Series A Preferred Stock and the obligation of the Issuer to pay dividends subsequent to September 30, 2004 on the Series A Preferred Stock was terminated.
5. There is no expiration date.
6. 862.7064
7. 599.8471
8. 832.1245
9. 1,176.47059
10. 1,209.07035
11. 1,462.55353
12. 2,294.67803
13. 3,471.14862
14. 6,153.51035 Exhibit List Exhibit 99 - Joint Filer Information
Remarks:
Shane Cooke CFO ELAN CORPORATION,PLC

	/s/ Shane Cooke	01/22/2004
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.