Sec Form 4 Filing - Symphony Capital Partners LP @ OXIGENE INC - 2009-07-20

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 Symphony Capital Partners LP 2. Issuer Name and Ticker or Trading Symbol OXIGENE INC [ OXGN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Footnote 2 and Remarks (Last) (First) (Middle) C/O SYMPHONY CAPITAL PARTNERS, L.P., 875 THIRD AVENUE, 18TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/20/2009 (Street) NEW YORK, NY10022 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, par value .01 per share 07/20/2009 J( 1 ) 10,000,000 A 27,117,118 I See Footnote ( 2 )

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 Symphony Capital Partners LP C/O SYMPHONY CAPITAL PARTNERS, L.P. 875 THIRD AVENUE, 18TH FLOOR NEW YORK, NY10022 X X See Footnote 2 and Remarks SYMPHONY CAPITAL GP, L.P. 875 THIRD AVENUE 18TH FLOOR NEW YORK, NY10022 X X See Footnote 2 and Remarks SYMPHONY GP, LLC 875 THIRD AVENUE 18TH FLOOR NEW YORK, NY10022 X X See Footnote 2 and Remarks SYMPHONY ViDA HOLDINGS LLC 875 THIRD AVENUE 18TH FLOOR NEW YORK, NY10022 X X See Footnote 2 and Remarks TARANTO HARRI V C/O SYMPHONY CAPITAL PARTNERS, L.P. 875 THIRD AVENUE, 18TH FLOOR NEW YORK, NY10022 X X See Footnote 2 and Remarks Signatures /s/ Mark Kessel 08/12/2009 Signature of Reporting Person Date /s/ Mark Kessel 08/12/2009 Signature of Reporting Person Date /s/ Mark Kessel 08/12/2009 Signature of Reporting Person Date /s/ Mark Kessel 08/12/2009 Signature of Reporting Person Date /s/ Harri V. Taranto 08/12/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The common stock reported herein was issued by OXiGENE, Inc. (the "Issuer") to Symphony ViDA Holdings LLC ("Holdings") in connection with the exercise by the Issuer of a purchase option under the Amended and Restated Purchase Option Agreement (the "Purchase Option Agreement"), dated as of July 2, 2009, by and among the Issuer, Holdings and Symphony ViDA, Inc. ("Vida"), pursuant to which the Issuer had the right to repurchase certain intellectual property related to two of the Issuer's product programs. ( 2 )Includes 27,117,118 shares of common stock directly owned by Holdings. Symphony Capital Partners, L.P. ("SCP L.P.") is the manager of Holdings; Symphony GP, LLC ("SGP LLC") is the general partner of Symphony Capital GP, L.P. ("SC GP L.P."), which is the general partner of SCP L.P. (collectively, the "Symphony Entities"). Mark Kessel and Harri V. Taranto are managing members of SGP LLC. Mr. Kessel, Mr. Taranto and the Symphony Entities are referred to as the "Reporting Persons." Mr. Kessel is also a member of the Issuer's board of directors. As such, the Reporting Persons other than Mr. Kessel may be deemed to be a director of the Issuer by deputization.

Remarks: The reporting persons may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934, as amended. The reporting persons disclaim beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting persons. This report shall not be deemed an admission that any reporting person is a member of a group or the beneficial owner of any securities not directly owned by the reporting persons.

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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