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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 		 
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*
J P MORGAN PARTNERS SBIC LLC
(Last) (First) (Middle)
C/O J.P. MORGAN PARTNERS
1221 AVENUE OF THE AMERICAS
(Street)
NEW YORK NY 10020
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SANTARUS INC [ SNTS ] 		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)
12/31/2004
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 12/31/2004 S 151,982 D $1.6 2,400,206 D
Common Stock 241,479 I See footnote(1)
Common Stock 12/31/2004 P 151,982 A $1.6 151,982 I See footnote(2)
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
Stock Option (right to buy)(3) $1.05 12/18/2001 12/18/2011 Common Stock 4,285 4,285 I See footnote(4)
Stock Option (right to buy)(3) $1.225 07/30/2003 07/30/2013 Common Stock 4,285 4,285 I See footnote(4)
Stock Option (right to buy) $1.75 12/03/2004 12/03/2013 Common Stock 10,000 10,000 I See footnote(4)
Stock Option (right to buy) $9 04/01/2004 04/01/2014 Common Stock 25,000 25,000 I See footnote(4)
Stock Option (right to buy) $10 07/27/2004(5) 07/27/2014 Common Stock 17,500 17,500 I See footnote(4)
1. Name and Address of Reporting Person*
J P MORGAN PARTNERS SBIC LLC
(Last) (First) (Middle)
C/O J.P. MORGAN PARTNERS
1221 AVENUE OF THE AMERICAS
(Street)
NEW YORK NY 10020
(City) (State) (Zip)
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)
1. Name and Address of Reporting Person*
JP MORGAN PARTNERS GLOBAL INVESTORS SBIC LLC
(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)
Explanation of Responses:
1. The amounts shown represent the beneficial ownership of the Issuer's equity securities by J.P. Morgan Global Investors (SBIC), LLC ("JPM Global SBIC").
2. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Selldown), L.P.
3. These options are fully vested.
4. These options were granted to Rodney A. Ferguson, a director of the Issuer. Mr. Ferguson is a Managing Director of J.P. Morgan Partners (SBIC), LLC. Mr. Ferguson is obligated to transfer any shares issued under the option to JPM SBIC.
5. One-twelfth of the options vest monthly commencing 7/27/04.
J.P. Morgan Partners (SBIC), LLC By: /s/ Rodney A. Ferguson Managing Director 01/04/2005
** 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.
Unassociated Document

JPM SBIC/Santarus, Inc. Exhibit 99.1

 
 
Name and Address of Reporting Person(1)
 
 
Designated Reporter(1))
 
 
Statement for Month/Day/Year
 
 
Deemed Execution Date
(Month/Day/Year)
 
 
Issuer Name, Ticker
or Trading Symbol
 
 
Title and Amount of
Security
Title of Derivative Securities and Title and Amount of Securities Underlying Derivative Securities
 
Ownership Form:
Direct (D) or
Indirect (I)
 
Nature of Indirect
Beneficial Ownership
 
Disclaims
Pecuniary Interest
J.P. Morgan Partners (BHCA), L.P.
c/o J.P. Morgan Partners, LLC
1221 Avenue of the Americas - 40th Floor
New York, NY 10020
J.P. Morgan Partners (SBIC), LLC
December 31, 2004
N/A
Santarus, Inc. (“SNTS”)
See Table I
Row 1
See Table II
Rows 1-5
I
See Explanatory
Note 2 below
No
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 (SBIC), LLC
December 31, 2004
N/A
Santarus, Inc. (“SNTS”)
See Table I
Row 1
See Table II
Rows 1-5
I
See Explanatory
Note 3 below
No
JPMP Capital Corp.
c/o J.P. Morgan Partners, LLC
1221 Avenue of the Americas - 40th Floor
New York, NY 10020
J.P. Morgan Partners (SBIC), LLC
December 31, 2004
N/A
Santarus, Inc. (“SNTS”)
See Table I
Row 1
See Table II
Rows 1-5
I
See Explanatory
Note 4 below
No
J.P. Morgan Chase & Co.
270 Park Avenue
35th Floor
New York, NY 10017
J.P. Morgan Partners (SBIC), LLC
December 31, 2004
N/A
Santarus, Inc. (“SNTS”)
See Table I
Row 1
See Table II
Rows 1-5
I
See Explanatory
Note 5 below
No
J.P. Morgan Partners Global Investors (SBIC), LLC
c/o J.P. Morgan Patners, LLC
1221 Avenue of the Americas - 40thFloor
New York, NY 10020
J.P. Morgan Partners (SBIC), LLC
December 31, 2004
N/A
Santarus, Inc. (“SNTS”)
See Table I
Row 2
N/A
D
    
J.P. Morgan Partners Global Investors (Selldown), L.P.
c/o J.P. Morgan Patners, LLC
1221 Avenue of the Americas - 40thFloor
New York, NY 10020
J.P. Morgan Partners (SBIC), LLC
December 31, 2004
N/A
Santarus, Inc. (“SNTS”)
See Table I
Row 3
N/A
D
    

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 the Reporting Persons disclaims beneficial ownership of the Issuer’s securities to the extent it exceeds such Person’s pecuniary interest.
 
2) The amounts shown in Table I Row 1 and Table II Rows 1-5 represent the beneficial ownership of the Issuer’s equity securities by J.P. Morgan Partners (SBIC), LLC (“JPM SBIC”). The Reporting Person is the sole member of JPM SBIC.

3) The amounts shown in Table I Row 1-2 and Table II Rows 1-5 represent the beneficial ownership of the Issuer's equity securities by JPM SBIC, a portion of which may be deemed attributable to the Reporting Person because it is the sole general partner of J.P. Morgan Partners (BHCA), L.P. ("JPM BHCA"), the sole member of JPM SBIC. 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.

4) The amounts shown in Table I Row 1 and Table II Rows 1-5 represent the beneficial ownership of the Issuer’s equity securities by JPM SBIC, 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 sole member of JPM SBIC. 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.

5) The amounts shown in Table I Row 1 and Table II Rows 1-5 represent the beneficial ownership of the Issuer’s equity securities by JPM SBIC, a portion of which may be deemed attributable to the Reporting Person because it is the sole stockholder of JPMP Capital Corp. and of Chatham Ventures, Inc., the limited partner of JPM BHCA. The actual pro rata portion of such beneficial ownership that may 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.