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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(Print or Type Responses)
1. Name and Address of Reporting Person *
GRAHAM WILLIAM A IV
  2. Issuer Name and Ticker or Trading Symbol
ANIMAS CORP [PUMP]
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 THE GRAHAM COMPANY, THE GRAHAM BLDG., ONE PENN SQUARE WEST
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2006
(Street)

PHILADELPHIA, PA 19102
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
Code V Amount (A) or (D) Price
Common Stock 02/17/2006   D   1,437,587 D $ 24.5 (1) 0 D  
Common Stock 02/17/2006   D   35,640 D $ 24.5 (1) 0 I See Footnote (2)
Common Stock 02/17/2006   D   20,759 D $ 24.5 (1) 0 I See Footnote (3)
Common Stock 02/17/2006   D   149,111 D $ 24.5 (1) 0 I See Footnote (4)
Common Stock 02/17/2006   D   149,111 D $ 24.5 (1) 0 I See Footnote (5)

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Option (Right to Buy) $ 4.69 02/17/2006   D     20,000   (6) 01/01/2010 Common Stock 20,000 $ 19.81 0 D  
Director Stock Option (Right to Buy) $ 9.38 02/17/2006   D     13,334   (6) 01/01/2012 Common Stock 13,334 $ 15.12 0 D  
Director Stock Option (Right to Buy) $ 15 02/17/2006   D     10,668   (7) 12/31/2013 Common Stock 10,668 $ 9.5 0 D  
Director Stock Option (Right to Buy) $ 15 02/17/2006   D     4,667   (8) 05/25/2014 Common Stock 4,667 $ 9.5 0 D  
Director Stock Option (Right to Buy) $ 17.71 02/17/2006   D     10,000   (9) 05/17/2015 Common Stock 10,000 $ 6.79 0 D  
Warrant to Purchase Common Stock $ 7.5 02/17/2006   D     13,334   (10) 11/16/2010 Common Stock 13,334 $ 17 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GRAHAM WILLIAM A IV
C/O THE GRAHAM COMPANY
THE GRAHAM BLDG., ONE PENN SQUARE WEST
PHILADELPHIA, PA 19102
  X      

Signatures

 /s/ Richard A. Baron, Attorney In Fact for William A. Graham, IV   02/17/2006
**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) Pursuant to the terms of the Agreement and Plan of Merger, dated as of December 16, 2005, among Animas Corporation, Johnson & Johnson and Emerald Merger Sub, Inc., a wholly owned subsidiary of Johnson & Johnson (the "Merger Agreement"), each issued and outstanding share of common stock was automatically canceled and was converted into the right to receive a per share amount equal to $24.50 in cash, without interest.
(2) Mr. Graham's spouse is a trustee of the Deed of Trust of William A. Graham, IV, Settlor, dated July 27, 1998, which is for Mr. Graham's spouse's benefit and the benefit of their children. Mr. Graham disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Graham is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(3) Mr. Graham's spouse is a trustee of the Deed of Trust of William A. Graham, IV, Settlor, dated May 29, 1996, which is for Mr. Graham's spouse's benefit and the benefit of their children. Mr. Graham disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Graham is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(4) Mr. Graham is the trustee of the Trust under Agreement of Laura M. Graham, dated June 19, 2000, which is for the benefit of one of his children. Mr. Graham disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Graham is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(5) Mr. Graham is the trustee of the Trust under Agreement of William A. Graham, V, dated March 16, 2000, which is for the benefit of one of his children. Mr. Graham disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Graham is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(6) This option, which was fully vested, was canceled pursuant to the terms of the Merger Agreement, in exchange for a cash payment equal to the excess of the $24.50 per share merger consideration over the per share exercise price of the option, multiplied by the number of shares of common stock subject to the option.
(7) This option, which provided for vesting in eight equal quarterly installments commencing on March 31, 2004, was canceled pursuant to the terms of the Merger Agreement, in exchange for a cash payment equal to the excess of the $24.50 per share merger consideration over the per share exercise price of the option, multiplied by the number of shares of common stock subject to the option.
(8) This option, which provided for vesting in four equal quarterly installments commencing on June 30, 2004, was canceled pursuant to the terms of the Merger Agreement, in exchange for a cash payment equal to the excess of the $24.50 per share merger consideration over the per share exercise price of the option, multiplied by the number of shares of common stock subject to the option.
(9) This option, which provided for vesting in four equal quarterly installments commencing on August 17, 2005, was canceled pursuant to the terms of the Merger Agreement, in exchange for a cash payment equal to the excess of the $24.50 per share merger consideration over the per share exercise price of the option, multiplied by the number of shares of common stock subject to the option.
(10) This warrant, which was exercisable in whole prior to the date of this filing, was canceled pursuant to the terms of the Merger Agreement, in exchange for a cash payment equal to the excess of the $24.50 per share merger consideration over the per share exercise price of the warrant, multiplied by the number of shares of common stock subject to the warrant.

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