IMCOR PHARMACEUTICAL CO - 4 filing on 2004-04-13

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCPHEE WILLIAM D

(Last)

(First)

(Middle)

ONE HOLLIS STREET

STE 232

(Street)

WELLESLEY

02482

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IMCOR PHARMACEUTICAL CO [ ICPH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2004

4. If Amendment, Date of 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

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								462,963⁽¹⁾	I	President of managing general partnership of a limited partnership

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options (right to buy)	$2.2	02/16/2004		A		60,000		⁽³⁾	02/16/2014	Common Stock	60,000	$2.2	60,000⁽²⁾⁽³⁾	D

Explanation of Responses:

1. Mr. McPhee is the President of Mi3 Services, L.L.C., the Managing General Partner of Mi3, L.P., and under SEC rules may be deemed to beneficially own 462,963 shares owned by Mi3, L.P. Mr. McPhee disclaims beneficial ownership of Mi3, L.P.'s shares for all other purposes. Mi3, L.P. is a party to a Voting Agreement. The shares held by the other parties to the Voting Agreement are not included here.

2. The Compensation Committee and the Issuers Board approved grants of non-qualified options to the Reporting Person on the terms described in Table II. The options vest in accordance with and are in other respects subject to stock option award agreements. Does not include shares issuable upon conversion of revolving convertible senior secured promissory notes in the aggregate principal amount of $500,000 held by Mi3, L.P. which shall convert automatically upon the same terms as shares are issued in a qualified financing.

3. On February 16, 2004, Mr. McPhee was granted an option to acquire a total of 60,000 shares of common stock of IMCOR Pharmaceutical Co. pursuant to a letter agreement dated effective as of April 1, 2003; 7,500 shares vesting quarterly for eight quarters. These options may terminate earlier under certain circumstances as set forth in Mr. McPhee's award agreement.

	William McPhee	02/16/2004
	** Signature of Reporting Person	Date
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