Edgar Filing: ADVANCED TECHNOLOGY VENTURES VII LP

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 ^*

ADVANCED TECHNOLOGY VENTURES VII LP

2. Issuer Name and Ticker or Trading Symbol
CRITICAL THERAPEUTICS INC [CRTX]

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1000 WINTER STREET, SUITE 3700

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2005

(Street)

WALTHAM, MA 02451

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	06/20/2005		P		1,027,702	A	$ 5.48	2,554,802	I	By Advanced Technology Ventures VII, L.P. ⁽¹⁾
Common Stock	06/20/2005		P		41,241	A	$ 5.48	102,522	I	By Advanced Technology Ventures VII (B), L.P. ⁽²⁾
Common Stock	06/20/2005		P		19,823	A	$ 5.48	49,279	I	By Advanced Technology Ventures VII (C), L.P. ⁽³⁾
Common Stock	06/20/2005		P		6,125	A	$ 5.48	15,225	I	By ATV Entrepreneurs VII, L.P. ⁽⁴⁾
Common Stock	06/20/2005		P		171,533	A	$ 5.48	427,315	I	By Advanced Technology Ventures VI, L.P. ⁽⁵⁾
Common Stock	06/20/2005		P		10,949	A	$ 5.48	27,275	I	By ATV Entrepreneurs VI, L.P. ⁽⁶⁾

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

Common Stock Warrant (right to buy)

$ 6.58

06/20/2005

359,696

06/20/2005

06/20/2015

Common Stock

359,696

$ 0

359,696

By Advanced Technology Ventures VII, L.P. ⁽¹⁾

Common Stock Warrant (right to buy)

$ 6.58

06/20/2005

14,434

06/20/2005

06/20/2015

Common Stock

14,434

$ 0

14,434

By Advanced Technology Ventures VII (B), L.P. ⁽²⁾

Common Stock Warrant (right to buy)

$ 6.58

06/20/2005

6,938

06/20/2005

06/20/2015

Common Stock

6,938

$ 0

6,938

By Advanced Technology Ventures VII (C), L.P. ⁽³⁾

Common Stock Warrant (right to buy)

$ 6.58

06/20/2005

2,144

06/20/2005

06/20/2015

Common Stock

2,144

$ 0

2,144

By ATV Entrepreneurs VII, L.P. ⁽⁴⁾

Common Stock Warrant (right to buy)

$ 6.58

06/20/2005

60,037

06/20/2005

06/20/2015

Common Stock

60,037

$ 0

60,037

By Advanced Technology Ventures VI, L.P. ⁽⁵⁾

Common Stock Warrant (right to buy)

$ 6.58

06/20/2005

3,832

06/20/2005

06/20/2015

Common Stock

3,832

$ 0

3,832

By ATV Entrepreneurs VI, L.P. ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ADVANCED TECHNOLOGY VENTURES VII LP 1000 WINTER STREET SUITE 3700 WALTHAM, MA 02451		X
Advanced Technology Ventures VII(B), L.P. 1000 WINTER STREET SUITE 3700 WALTHAM, MA 02451		X
Advanced Technology Ventures VII(C), L.P. 1000 WINTER STREET SUITE 3700 WALTHAM, MA 02451		X
ATV Entrepreneurs VII, L.P. 1000 WINTER STREET SUITE 3700 WALTHAM, MA 02451		X
Advanced Technology Ventures VI, L.P. 1000 WINTER STREET SUITE 3700 WALTHAM, MA 02451		X
ATV Entrepreneurs VI, L.P. 1000 WINTER STREET SUITE 3700 WALTHAM, MA 02451		X
ATV Associates VII, L.L.C. 1000 WINTER STREET SUITE 3700 WALTHAM, MA 02451		X
ATV Associates VI, L.L.C. 1000 WINTER STREET SUITE 3700 WALTHAM, MA 02451		X

Signatures

/s/ Jean M. George, Managing Director of ATV Associates VII, L.L.C.		06/22/2005
^**Signature of Reporting Person		Date
/s/ Jean M. George, Managing Director of ATV Associates VII, L.L.C., which serves as the sole general partner of Advanced Technology Ventures VII, L.P.		06/22/2005
^**Signature of Reporting Person		Date
/s/ Jean M. George, Managing Director of ATV Associates VII, L.L.C., which serves as the sole general partner of Advanced Technology Ventures VII (B), L.P.		06/22/2005
^**Signature of Reporting Person		Date
/s/ Jean M. George, Managing Director of ATV Associates VII, L.L.C., which serves as the sole general partner of Advanced Technology Ventures VII (C), L.P.		06/22/2005
^**Signature of Reporting Person		Date
/s/ Jean M. George, Managing Director of ATV Associates VII, L.L.C., which serves as the sole general partner of ATV Entrepreneurs VII, L.P.		06/22/2005
^**Signature of Reporting Person		Date
/s/ Pieter J. Schiller, Managing Director of ATV Associates VI, L.L.C.		06/22/2005
^**Signature of Reporting Person		Date
/s/ Pieter J. Schiller, Managing Director of ATV Associates VI, L.L.C., which serves as the sole general partner of Advanced Technology Ventures VI, L.P.		06/22/2005
^**Signature of Reporting Person		Date
/s/ Pieter J. Schiller, Managing Director of ATV Associates VI, L.L.C., which serves as the sole general partner of ATV Entrepreneurs VI, L.P.		06/22/2005
^**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)	The shares are owned by Advanced Technology Ventures VII, L.P. ("ATV VII"), which is under common control with Advanced Technology Ventures VII (B), L.P. ("ATV VII(B)"), Advanced Technology Ventures VII (C), L.P. ("ATV VII(C)") and ATV Entrepreneurs VII, L.P. ("ATVE VII"). ATV Associates VII, L.L.C. serves as the sole general partner of ATV VII, ATV VII(B), ATV VII(C) and ATVE VII.
(2)	The shares are owned by ATV VII(B).
(3)	The shares are owned by ATV VII(C).
(4)	The shares are owned by ATVE VII.
(5)	The shares are owned by Advanced Technology Ventures VI, L.P. ("ATV VI"), which is under common control with ATV Entrepreneurs VI, L.P. ("ATVE VI"). ATV Associates VI, L.L.C. serves as the sole general partner of ATV VI and ATVE VI.
(6)	The shares are owned by ATVE VI.

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