Edgar Filing: BIOENVISION INC

Ownership Submission

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

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(h) of the Investment Company Act of 1940

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

PERSEUS SOROS PARTNERS LLC

2. Issuer Name and Ticker or Trading Symbol
BIOENVISION INC [BIVN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See Footnotes (2), (3), (4)

(Last)

(First)

(Middle)

2099 PENNSYLVANIA AVENUE, SUITE 900

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2004

(Street)

WASHINGTON, DC 20006-1813

4. If Amendment, Date 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

(City)

(State)

(Zip)

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, $0.001 par value ("Common Stock")	12/21/2004		S		21,172 ⁽¹⁾	D	$ 8.4	411,037	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	12/21/2004		S		316 ⁽¹⁾	D	$ 8.41	410,721	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	12/21/2004		S		4,208 ⁽¹⁾	D	$ 8.42	406,513	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	12/21/2004		S		209 ⁽¹⁾	D	$ 8.43	406,304	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	12/21/2004		S		1,160 ⁽¹⁾	D	$ 8.44	405,144	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	12/21/2004		S		6,464 ⁽¹⁾	D	$ 8.45	398,680	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	12/21/2004		S		1,621 ⁽¹⁾	D	$ 8.46	397,059	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	12/21/2004		S		1,148 ⁽¹⁾	D	$ 8.47	395,911	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	12/21/2004		S		35 ⁽¹⁾	D	$ 8.48	395,876	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	12/21/2004		S		35 ⁽¹⁾	D	$ 8.49	395,841	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	12/21/2004		S		3,655 ⁽¹⁾	D	$ 8.5	392,186	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	12/21/2004		S		1,730 ⁽¹⁾	D	$ 8.51	390,456	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	12/21/2004		S		18 ⁽¹⁾	D	$ 8.52	390,438	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	12/21/2004		S		52 ⁽¹⁾	D	$ 8.53	390,386	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PERSEUS SOROS PARTNERS LLC 2099 PENNSYLVANIA AVENUE SUITE 900 WASHINGTON, DC 20006-1813		X		See Footnotes (2), (3), (4)
PERSEUS BIOTECH FUND PARTNERS LLC 2099 PENNSYLVANIA AVENUE SUITE 900 WASHINGTON, DC 20006-1813		X		See Footnotes (2), (3), (4)
SFM PARTICIPATION LP 888 SEVENTH AVENUE 33RD FLOOR NEW YORK, NY 10106		X		See Footnotes (2), (3), (4)
SFM AH LLC 888 SEVENTH AVENUE 33RD FLOOR NEW YORK, NY 10106		X		See Footnotes (2), (3), (4)

Signatures

/s/ Jodye M. Anzalotta, Perseus-Soros Partners, LLC (5)		12/23/2004
^**Signature of Reporting Person		Date
/s/ Rodd Macklin, Secretary and Treasurer, Perseus Biotech Fund Partners, LLC (6)		12/23/2004
^**Signature of Reporting Person		Date
/s/ Jodye M. Anzalotta, SFM Participation, L.P. (7)		12/23/2004
^**Signature of Reporting Person		Date
/s/ Jodye M. Anzalotta, SFM AH LLC (8)		12/23/2004
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These shares sold were held by Perseus-Soros Partners, LLC, a Delaware limited liability company ("Perseus-Soros Partners").
(2)	These securities reported herein are held for the account of Perseus-Soros BioPharmaceutical Fund, LP, a Delaware limited partnership ("Perseus-Soros") and Perseus-Soros Partners. Perseus-Soros Partners is the general partner of Perseus-Soros. Perseus BioTech Fund Partners, LLC, a Delaware limited liability company ("Perseus Partners") and SFM Participation, L.P., a Delaware limited partnership ("SFM Participation"), are the managing members of Perseus-Soros Partners. Perseus-Soros Partners, Perseus Partners, SFM Participation and SFM AH LLC may be deemed to beneficially own the 375,044 shares directly beneficially owned by Perseus-Soros after the transactions reported herein and in the other Form 4's filed by the reporting persons on December 23, 2004.
(3)	SFM AH LLC, a Delaware limited liability company ("SFM AH"), is the general partner of SFM Participation.
(4)	Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), Perseus-Soros Partners, Perseus Partners, SFM Participation and SFM AH are deemed to be beneficial owners of the shares beneficially owned by Perseus-Soros or Perseus-Soros Partners only to the extent of the greater of its respective direct or indirect interest in the profits or capital account of Perseus-Soros or Perseus-Soros Partners. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that Perseus-Soros Partners, Perseus Partners, SFM Participation or SFM AH is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by Perseus-Soros or Perseus-Soros Partners in excess of such amount.
Remarks: (5) Ms. Anzalotta is signing in her capacity as Ass't. General Counsel of Soros Fund Management LLC, as Managing Member of SFM AH LLC, as General Partner of SFM Participation, L.P., as Managing Member of Perseus-Soros Partners, LLC. (6) Mr. Macklin is signing in his capacity as Secretary and Treasurer of Perseuspur, L.L.C., as Managing Member of Perseus BioTech Fund Partners, LLC. (7) Ms. Anzalotta is signing in her capacity as Ass't. General Counsel of Soros Fund Management LLC, as Managing Member of SFM AH LLC, as General Partner of SFM Participation, L.P. (8) Ms. Anzalotta is signing in her capacity as Ass't. General Counsel of Soros Fund Management LLC, as Managing Member of SFM AH LLC.

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