Edgar Filing: NOVADEL PHARMA INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Moorin Jay

2. Date of Event Requiring Statement (Month/Day/Year)
05/26/2005

3. Issuer Name and Ticker or Trading Symbol
NOVADEL PHARMA INC [NVD]

(Last)

(First)

(Middle)

600 ALEXANDER PARK, SUITE 204

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

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

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

(Street)

PRINCETON,Â NJÂ 08540

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,615,993	I	Through partnership interest ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to purchase Common Stock	11/26/2005	11/26/2010	Common Stock	1,615,597	$ 1.3	I	Through partnership interests ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Moorin Jay 600 ALEXANDER PARK, SUITE 204 PRINCETON,Â NJÂ 08540	Â	Â X	Â	Â
SCHREIBER ALAIN 600 ALEXANDER PARK, SUITE 204 PRINCETON,Â NJÂ 08540	Â	Â X	Â	Â

Signatures

/s/ Pasquale DeAngelis, as Attorney-in-Fact for Jay Moorin and Alain Schreiber		05/26/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Of such shares: 3,663,612 are owned by ProQuest Invesments III, L.P. ("Investmetns III"), of which ProQuest Associates III LLC ("Associates III") is the general partner; 930,000 are owned by ProQuest Investments II, L.P. ("Investments II"), of which ProQuest Associates II LLC ("Associates II") is the general partner; and 22,381 are owned by ProQuest Investors II Advisors Fund, L.P. ("Advisors"), of which Assoicates II is the general partner. The reporting persons are managing members of Associates III and Associates II. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities.
(2)	Of such warrants: 1,282,264 are owned by Investments III, of which Associates III is the general partner; 325,500 are owned by Investments II, of which Associates II is the general partner; and 7,833 are owned by Advisors, of which Associates II is the general partner. The reporting persons are managing members of Associates III and Associates II. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities.

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