Sec Form 4 Filing - DEF Associates N.V. @ ARADIGM CORP - 2012-01-01

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 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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1. Name and Address of Reporting Person DEF Associates N.V. 2. Issuer Name and Ticker or Trading Symbol ARADIGM CORP [ ARDM] 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 below (Last) (First) (Middle) C/O FIRST EAGLE INVESTMENT MANAGEMENT, 1345 AVENUE OF THE AMERICAS 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2012 (Street) NEW YORK, NY10105 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/01/2012 J 7,473,328 ( 1 ) D $ 0.105 0 ( 2 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DEF Associates N.V. C/O FIRST EAGLE INVESTMENT MANAGEMENT 1345 AVENUE OF THE AMERICAS NEW YORK, NY10105 X See footnotes below Signatures /s/Tim Tabor 01/12/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of 7,473,328 shares distributed to certain investors in DEF Associates N.V. ("DEF Associates Offshore") pursuant to the redemption of such investors' shares in DEF Associates Offshore. ( 2 )DEF Associates Offshore directly owns no shares. DEF Associates Ltd., First Eagle Value in Biotechnology Master Fund, Ltd., 21 April Fund, L.P., 21 April Fund, Ltd., and DEF Associates LP (collectively, the "Funds") may be deemed to be members of a Section 13(d) group owning more than 10% of the issuer's outstanding common stock. The Funds together beneficially own 71,357,909 shares. Each of the Funds disclaims Section 16 beneficial ownership of the reported securities, and this report shall not be deemed an admission that any such Fund is the beneficial owner of such securities, except to the extent of its pecuniary interest therein.

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).

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