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
	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* JP MORGAN PARTNERS BHCA LP (Last) (First) (Middle) J.P. MORGAN PARTNERS 1221 AVENUE OF THE AMERICAS 40TH FLOOR (Street) NEW YORK NY 10020 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol EYETECH PHARMACEUTICALS INC [ EYET ]	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) 02/04/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year) 02/06/2004	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	02/04/2004		C		1,838,235	A	$0	4,051,119	D
Common Stock	02/04/2004		C		1,736,111	A	$0	4,051,119	D
Common Stock	02/04/2004		A		248,599	A	$6.8	4,051,119	D
Common Stock	02/04/2004		A		228,174	A	$7.2	4,051,119	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
Director Stock Option (right to buy)	$1.44							12/03/2002	12/03/2012	Common Stock	60,000		60,000	I	See Footnote(1)
Series C-1 Convertible Preferred Stock	(2)	02/04/2004		C			1,838,235	(3)	(3)	Common Stock	1,838,235	$0	0	D
Series C-2 Convertible Preferred Stock	(2)	02/04/2004		C			1,736,111	(3)	(3)	Common Stock	1,736,111	$0	0	D
Series C-1 Warrant (right to buy)	$6.8	02/04/2004		X			367,647	07/24/2001	(4)	Common Stock	367,647	$6.8	0	D
Series C-2 Warrant (right to buy)	$7.2	02/04/2004		X			347,222	08/22/2002	(5)	Common Stock	347,222	$7.2	0	D

1. Name and Address of Reporting Person* JP MORGAN PARTNERS BHCA LP (Last) (First) (Middle) J.P. MORGAN PARTNERS 1221 AVENUE OF THE AMERICAS 40TH FLOOR (Street) NEW YORK NY 10020 (City) (State) (Zip)

1. Name and Address of Reporting Person* JPMP MASTER FUND MANAGER L P (Last) (First) (Middle) JP MORGAN PARTNERS LLC 1221 AVENUE OF THE AMERICAS 40TH FLOOR (Street) NEW YORK NY 10020 (City) (State) (Zip)

1. Name and Address of Reporting Person* JPMP CAPITAL CORP (Last) (First) (Middle) C/O J.P. MORGAN PARTNERS, LLC 1221 AVENUE OF THE AMERICAS 40TH FLOOR (Street) NEW YORK NY 10020 (City) (State) (Zip)

1. Name and Address of Reporting Person* J P MORGAN CHASE & CO (Last) (First) (Middle) 270 PARK AVE 39TH FL (Street) NEW YORK NY 10017 (City) (State) (Zip)

Explanation of Responses:

1. These options were granted to Damion Wicker and Srinivas Akkaraju, directors of the Issuer. Mr. Wicker is Managing Director of JPMP Capital Corp., the general partner of JPMP Master Fund Manager, L.P. ("MF Manager"), the general partner of J.P. Morgan Partners (BHCA), L.P. ("JPM BHCA"). Mr. Akkaraju is a Principal at J.P. Morgan Partners, LLC and a limited partner of MF Manager. Mr. Wicker and Mr. Akkaraju are obligated to transfer any shares issued under the stock option to JPM BHCA.

2. These shares are convertible on a one for one basis.

3. The Series C-1 and Series C-2 Convertible Preferred Stock is immediately exercisable. It has no expiration date. Upon the close of the Issuer's initial public offering, these shares were automatically converted into Common Stock of the Issuer.

4. Warrant to purchase Series C-1 Convertible Preferred Stock at an exercise price of $6.80 per share. The Warrant expires upon the earlier of the closing of the Issuer's initial public offering by Common Stock and, July 23, 2008. The shares of Series C-1 Convertible Preferred Stock underlying the Warrant are convertible on a one for one basis into shares of Common Stock. These Warrants were initially exercisable for 367,647 shares of the Issuer's Series C-1 Convertible Preferred Stock. However, due to a cashless exercise of these Warrants, the Reporting Person received 248,599 shares of Series C-1 Convertible Preferred Stock upon the exercise of the Warrants.

5. Warrant to purchase Series C-2 Convertible Preferred Stock at an exercise price of $7.20 per share. The Warrant expires upon the earlier of the closing of the Issuer's initial public offering of Common Stock and, July 23, 2008. The shares of Series C-2 Convertible Preferred Stock underlying the Warrant are convertible on a one for one basis into shares of Common Stock. These Warrants were initially exercisable for 347,222 shares of the Issuer's Series C-2 Convertible Preferred Stock. However, due to a cashless exercise of these Warrants, the Reporting Person received 228,174 shares of Series C-2 Convertible Preferred Stock upon the exercise of the Warrants.

	Damion E. Wicker	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).
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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J..P. Morgan Partners (BHCA), L.P./Eyetech Pharmaceuticals, Inc. Exhibit 99.1

Name and Address of Reporting Person1	Designated Reporter1	Statement for Month/Day/Year	Deemed Execution Date, if any (Month/Day/Year)	Issuer Name, Ticker or Trading Symbol	Title of Security	Amount of Securities Beneficially Owned1	Title of Derivative Securities and Title and Amounts of Securities Underlying Derivative Securities	Ownership Form: Direct (D) or Indirect (I)	Nature of Indirect Beneficial Ownership1	Disclaims Pecuniary Interest
JPMP Master Fund Manager, L.P. c/o J.P. Morgan Partners, LLC 1221 Avenue of the Americas, 40th Floor New York, NY 10020	J.P. Morgan Partners (BHCA), L.P.	February 4, 2004	N/A	Eyetech Pharmaceuticals, Inc. (“EYET”)	Common Stock	See Tables I and II	See Tables I & II	I	See Explanatory Note 2 below	No
JPMP Capital Corporation c/o J.P. Morgan Partners, LLC 1221 Avenue of the Americas, 40th Floor New York, NY 10020	J.P. Morgan Partners (BHCA), L.P.	February 4, 2004	N/A	Eyetech Pharmaceuticals, Inc. (“EYET”)	Common Stock	See Tables I and II	See Tables I & II	I	See Explanatory Note 3 below	No
J.P. Morgan Chase & Co. 270 Park Avenue 35th Floor New York, NY 10017	J.P. Morgan Partners (BHCA), L.P.	February 4, 2004	N/A	Eyetech Pharmaceuticals, Inc. (“EYET”)	Common Stock	See Tables I and II	See Tables I & II	I	See Explanatory Note 4 below	No

Explanatory Note:

(1)	The Designated Reporter is executing this report on behalf of all Reporting Persons, each of whom has authorized it to do so; each of such Persons disclaims beneficial ownership of the Issuer’s securities to the extent it exceeds such Person’s pecuniary interest therein.
(2)	The amounts shown represent the beneficial ownership of the Issuer’s equity securities by JPM BHCA, a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is the general partner of JPM BHCA. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within JPM BHCA.
(3)	The amounts shown represent the beneficial ownership of the Issuer’s equity securities by JPM BHCA, a portion of which may be deemed attributable to the Reporting Person because it is the general partner of JPMP Master Fund Manager, L.P. (“MF Manager”), the general partner of JPM BHCA. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within JPM BHCA and MF Manager.
(4)	The amounts shown represent the beneficial ownership of the Issuer’s equity securities by JPM BHCA, a portion of which may be deemed attributable to the Reporting Person because it is the sole stockholder of (a) JPMP Capital Corporation, the general partner of MF Manager and (b) Chatham Ventures, Incorporated, the limited partner of JPM BHCA. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within JPM BHCA and MF Manager.

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