Sec Form 4 Filing - EVNIN LUKE @ PHARMATHENE, INC - 2010-11-03

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 EVNIN LUKE 2. Issuer Name and Ticker or Trading Symbol PHARMATHENE, INC [ PIP] 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) C/O MPM ASSET MANAGEMENT, 200 CLARENDON ST., 54TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/03/2010 (Street) BOSTON, MA02116 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (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 11/03/2010 C 2,428,171 ( 3 ) A $ 2.5417 5,917,614 I See footnote ( 4 ) Common Stock 11/03/2010 P 430,000 ( 5 ) A $ 3.5 6,347,614 I See footnote ( 6 )

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 10% Convertible Note $ 2.5417 11/03/2010 C ( 2 ) 07/28/2011 Common Stock 2,428,171 $ 0 0 I See Footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EVNIN LUKE C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON, MA02116 X GALAKATOS NICHOLAS C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON, MA02116 X HENNER DENNIS C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON, MA02116 X STEINMETZ MICHAEL C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON, MA02116 X GADICKE ANSBERT C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON, MA02116 X WHEELER KURT C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON, MA02116 X SIMON NICHOLAS J III C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON, MA02116 X Signatures /s/ Luke Evnin 11/05/2010 Signature of Reporting Person Date /s/ Nicholas Galakatos 11/05/2010 Signature of Reporting Person Date /s/ Dennis Henner 11/05/2010 Signature of Reporting Person Date /s/ Michael Steinmetz 11/05/2010 Signature of Reporting Person Date /s/ Ansbert Gadicke 11/05/2010 Signature of Reporting Person Date /s/ Kurt Wheeler 11/05/2010 Signature of Reporting Person Date /s/ Nicholas J. Simon, III 11/05/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These notes were held in principal amount as follows: $304,967.95 by MPM BioVentures III, L.P. ("BV III"), $4,535,272.77 by MPM BioVentures III-QP, L.P. ("BV III QP"), $383,274.43 by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BV KG"), $136,981.07 by MPM BioVentures III Parallel Fund, L.P. ("BV Parallel") and $107,818.80 by MPM Asset Management Investors 2004 BVIII LLC ("AM 2004"). Amounts reflected above also include accrued interest on the notes as follows: $39,222.27 by BV III, $583,286.47 by BV III QP, $49,293.35 by BV KG, $17,617.29 by BV Parallel and $13,866.70 by AM 2004. MPM BioVentures III GP, L.P. ("MPM III GP") and MPM BioVentures III LLC ("MPM III LLC") are the direct and indirect general partners of BV III QP, BV III and BV Parallel and BV KG. Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Dennis Henner, Nicholas Simon III, Michael Steinmetz and Kurt Wheeler are the members of MPM III LLC and AM 2004. Each of the Reporting Persons disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein. ( 2 )Immediately convertible into shares of Common Stock of the Issuer at the rate of $2.541667 per share. ( 3 )The shares were acquired as follows: 135,419 by BV III, 2,013,859 by BV III QP, 170,191 by BV KG, 60,826 by BV Parallel and 47,876 by AM 2004. ( 4 )The shares are held as follows: 330,024 by BV III, 4,907,913 by BV III QP, 414,765 by BV KG, 148,235 by BV Parallel and 116,677 by AM 2004. Each of the Reporting Persons disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein. ( 5 )The shares were purchased as follows: 23,981 by BV III, 356,630 by BV III QP, 30,139 by BV KG, 10,772 by BV Parallel and 8,478 by AM 2004. ( 6 )The shares are held as follows: 354,005 by BV III, 5,264,543 by BV III QP, 444,904 by BV KG, 159,007 by BV Parallel and 125,155 by AM 2004. Each of the Reporting Persons disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein.

Remarks: See Form 4 for MPM BioVentures III-QP, L.P. filed simultaneously herewith for additional members of this joint filing.

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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