FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GIVEN DOUGLAS B
2. Issuer Name and Ticker or Trading Symbol

VIA Pharmaceuticals, Inc. [ VIAP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O VIA PHARMACEUTICALS, INC., 750 BATTERY STREET, SUITE 330
3. Date of Earliest Transaction (MM/DD/YYYY)

11/15/2010
(Street)

SAN FRANCISCO, CA 94111
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Common Stock Warrant   $0.071   11/15/2010     P   (1) (2) (3)    12065   (1) (2) (3) (4)      11/15/2010   11/15/2015   Common Stock   12065   (1) (2) (3) (4) $0.071   17104   (1) (2) (3) (4) I   See Footnote   (4)

Explanation of Responses:
( 1)  On November 15, 2010, Bay City Capital Fund IV, L.P. ("Fund IV") and Bay City Capital Fund IV Co-Investment Fund, L.P. ("Co-Investment Fund IV") amended the note and warrant purchase agreement originally dated as of March 26, 2010 (as amended, the "Note and Warrant Purchase Agreement") with VIA Pharmaceuticals, Inc. (the "Company") pursuant to which (i) Fund IV and Co-Investment Fund IV agreed to lend to the Company up to $2,936,700 and $63,300, respectively, pursuant to the terms of amended and restated promissory notes delivered under the Note and Warrant Purchase Agreement and
( 2)  [Footnote 1 continued] (ii) the Company issued to Fund IV and the Co-Investment Fund IV warrants (the "Warrants") to purchase an aggregate of 41,361,972 and 891,549 shares of the Company's common stock, par value $0.001 per share, respectively (collectively, the "Warrant Shares"), at an exercise price of $0.071 per share. On November 15, 2010, the Company borrowed an initial amount of $197,148 and $4,249 from Fund IV and Co-Investment Fund IV, respectively (the "Initial Note Amounts").
( 3)  Based on the Initial Note Amounts, 2,776,732 and 59,845 of the Warrant Shares held by Fund IV and Co-Investment Fund IV, respectively, vested immediately on November 15, 2010. Subject to the approval of Fund IV and Co-Investment Fund IV, the Company may borrow up to an additional $2,739,552 and $59,051 from Fund IV and Co-Investment Fund IV, respectively. At each subsequent closing, the Warrants will vest with respect to additional shares in proportion to the additional amounts borrowed by the Company. The aggregate number of Warrant Shares that may potentially vest and become exercisable by Fund IV and Co-Investment Fund IV are 41,361,972 and 891,549, respectively.
( 4)  Represents the indirect interest of Dr. Given in the aggregate amount of Warrant Shares that may potentially vest to Fund IV (as described in Footnote 3). The Douglass and Kim Given Revocable Trust, for which Dr. Given serves as trustee, is a limited partner in Fund IV. Dr. Given disclaims beneficial ownership in any of such shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GIVEN DOUGLAS B
C/O VIA PHARMACEUTICALS, INC.
750 BATTERY STREET, SUITE 330
SAN FRANCISCO, CA 94111
X



Signatures
s/ Karen S. Wright, Attorney-in-fact 11/16/2010
** 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).
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