Form 4 PENWEST PHARMACEUTICALS For: Mar 11 Filed by: PERCEPTIVE ADVISORS LLC (10K)

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, 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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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^*

PERCEPTIVE ADVISORS LLC

(Last)

(First)

(Middle)

499 PARK AVENUE, 25TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PENWEST PHARMACEUTICALS CO [PPCO]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2009

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)
			Code	V	Amount	(A) or (D)	Price

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrant ⁽¹⁾

$ 3.62 ⁽²⁾

03/11/2008

P⁽²⁾

925,000

⁽²⁾

03/11/2013

Common Stock

925,000

⁽²⁾

925,000 ⁽³⁾

D ⁽²⁾

Explanation of Responses:

1. This Form 4 is being filed by Perceptive Life Science Master Fund Ltd. (the "Master Fund"), Perceptive Advisors LLC ("Advisors") and Joseph Edelman, and amends the Form 4 filed on March 20, 2008 to include the transaction identified in Footnote (2) below. The Advisor serves as investment manager to the Master Fund and a managed account (the "managed account"). Mr. Edelman is the managing member of the Advisor.

2. This transaction represents the disclosure of a warrant held by the Master Fund, acquired f rom the Issuer on March 11, 2008, to purchase 925,000 shares of Common Stock at an exercise price of $3.62 per share, which warrent expires March 11, 2013. Such warrant was acquired along with 1,850,000 shares of common stock for $3.08 per unit. Pursuant to a provision of such warrant, such warrant is currently not exercisable due to the Advisor's beneficial ownership exceeding certain thresholds.

3. This amount reflects the amount of securities held by the Master Fund immediately following the transaction requiring the filing of this statement. In accordance with Instruction 5(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Master Fund is reported herein. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

	/s/ JOSEPH EDELMAN	03/30/2009
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                       

                       INFORMATION REGARDING JOINT FILERS

Designated Filer of Form 4:                 Joseph Edelman

Date of Earliest Transaction Required to be Reported:          March 11, 2008

Issuer Name and Ticker Symbol:                Penwest Pharmaceuticals Co. [PPCO]

Names:        Perceptive Life Sciences Master Fund Ltd. 
                  and Perceptive Advisors LLC

Address:      Perceptive Advisors LLC
              499 Park Avenue, 25th Floor
              New York, NY 10022

Signatures:

The undersigned, Perceptive Life Sciences Master Fund Ltd. and Perceptive
Advisors LLC, are jointly filing the attached Statement of Changes in
Beneficial Ownership of Securities on Form 4 with Joseph Edelman with respect to
the beneficial ownership of securities of Penwest Pharmaceuticals Co.


PERCEPTIVE LIFE SCIENCES MASTER FUND LTD.

By: Perceptive Advisors LLC, its investment manager


By:       /s/ Joseph Edelman
          -----------------------------------
          Joseph Edelman, managing member

PERCEPTIVE ADVISORS LLC
 
             /s/ Joseph Edelman
          -----------------------------------
By:       Joseph Edelman, managing member

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