Form 4 RHO MANAGEMENT VENTURES For: Apr 24 (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^*

RHO VENTURES IV QP LP

(Last)

(First)

(Middle)

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NITROMED INC [NTMD]

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)
04/24/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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
Common Stock	04/24/2009		D		4,974,674	D	$ 0.8585 ⁽¹⁾	0	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 (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

1. Name and Address of Reporting Person^*

RHO VENTURES IV QP LP

(Last)

(First)

(Middle)

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RHO VENTURES IV GMBH & CO BETEILIGUNGS KG

(Last)

(First)

(Middle)

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RHO CAPITAL PARTNERS VERWALTUNGS GMBH

(Last)

(First)

(Middle)

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RHO MANAGEMENT TRUST II

(Last)

(First)

(Middle)

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RHO VENTURES IV LP

(Last)

(First)

(Middle)

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RHO CAPITAL PARTNERS INC

(Last)

(First)

(Middle)

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RUCH JOSHUA

(Last)

(First)

(Middle)

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KAIROUZ HABIB

(Last)

(First)

(Middle)

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RHO MANAGEMENT VENTURES IV LLC

(Last)

(First)

(Middle)

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger, dated January 27, 2009, among DEERFIELD PRIVATE DESIGN FUND, L.P., DEERFIELD PRIVATE, DESIGN INTERNATIONAL, L.P., DEERFIELD SPECIAL SITUATIONS FUND, L.P., DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED, NTMD PARENT ACQUISITION CORP., NTMD ACQUISITION CORP., and NITROMED, INC., each issued and outstanding share of common stock was automatically canceled and converted into the right to receive a per share amount equal to $0.8585 in cash.

2. Prior to consummation of the merger, consists of 2,647,802 shares of common stock held by Rho Management Trust II; 378,884 shares of common stock held by Rho Ventures IV L.P.; 891,990 shares of common stock held by Rho Ventures IV (QP) L.P.; 929,582 shares of common stock held by Rho Ventures IV GmbH & Co., Beteiligungs KG; 77,932 shares held by Rho Investment Partners "H", L.P. ("RIP H"); 21,145 shares held by Rho Management Partners,L.P. ("RMP"); 24,802 shares held by Joshua Ruch and 2,537 shares held by Habib Kairouz. Each of the filing persons disclaims beneficial ownership of the shares held by each of the funds described above prior to consummation of the merger except to the extent of its pecuniary interest therein. The shares held by RIP H and RMP are reported on a separate Form 4 being filed simultaneously herewith.

	/s/ Jeffrey I. Martin Attorney in Fact	04/27/2009
	/s/ Jeffrey Martin Attorney In-fact	04/27/2009
	/s/ Jeffrey I Martin Attorney in Fact	04/27/2009
	/s/ Jeff I Martin Attorney-In-Fact	04/27/2009
	/s/ Jeff I. Martin Attorney-In-Fact	04/27/2009
	/s/ Jeff I. Martin Attorney In-Fact	04/27/2009
	s/ Jeffrey I. Martin Attorney-In-Fact	04/27/2009
	/s/ Habib Kairouz	04/27/2009
	/s/ Jeff I. Martin Attorney-In-Fact	04/27/2009
	** 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.

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