Edgar Filing: MICROMET, INC.

Ownership Submission

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 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BENJAMIN JERRY

2. Issuer Name and Ticker or Trading Symbol
MICROMET, INC. [MITI]

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

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

(Last)

(First)

(Middle)

C/O ADVENT VENTURE PARTNERS, 25 BUCKINGHAM GATE

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2008

(Street)

LONDON, X0 SW1E 6LD

4. If Amendment, Date Original Filed(Month/Day/Year)
08/29/2008

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 (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	08/27/2008		S		18,765	D	$ 6.49 ⁽¹⁾	1,950,874 ⁽²⁾	I	By fund ⁽³⁾
Common Stock	08/27/2008		S		9,192	D	$ 6.49 ⁽¹⁾	955,625 ⁽²⁾	I	By fund ⁽⁴⁾
Common Stock	08/27/2008		S		187	D	$ 6.49 ⁽¹⁾	19,489 ⁽²⁾	I	By fund ⁽⁵⁾
Common Stock	08/27/2008		S		601	D	$ 6.49 ⁽¹⁾	62,476 ⁽²⁾	I	By fund ⁽⁶⁾
Common Stock	08/27/2008		S		726	D	$ 6.49 ⁽¹⁾	75,501 ⁽²⁾	I	By fund ⁽⁷⁾
Common Stock	08/27/2008		S		5,045	D	$ 6.49 ⁽¹⁾	524,450 ⁽²⁾	I	By fund ⁽⁸⁾
Common Stock	08/27/2008		S		2,565	D	$ 6.49 ⁽¹⁾	266,685 ⁽²⁾	I	By fund ⁽⁹⁾
Common Stock	08/28/2008		S		91,089	D	$ 6.29 ⁽¹⁰⁾	1,859,785 ⁽²⁾	I	By fund ⁽³⁾
Common Stock	08/28/2008		S		44,620	D	$ 6.29 ⁽¹⁰⁾	911,005 ⁽²⁾	I	By fund ⁽⁴⁾
Common Stock	08/28/2008		S		910	D	$ 6.29 ⁽¹⁰⁾	18,579 ⁽²⁾	I	By fund ⁽⁵⁾
Common Stock	08/28/2008		S		2,917	D	$ 6.29 ⁽¹⁰⁾	59,559 ⁽²⁾	I	By fund ⁽⁶⁾
Common Stock	08/28/2008		S		3,525	D	$ 6.29 ⁽¹⁰⁾	71,976 ⁽²⁾	I	By fund ⁽⁷⁾
Common Stock	08/28/2008		S		24,487	D	$ 6.29 ⁽¹⁰⁾	499,963 ⁽²⁾	I	By fund ⁽⁸⁾
Common Stock	08/28/2008		S		12,452	D	$ 6.29 ⁽¹⁰⁾	254,233 ⁽²⁾	I	By fund ⁽⁹⁾
Common Stock	08/29/2008		S		58,794	D	$ 6.31 ⁽¹¹⁾	1,800,991 ⁽²⁾	I	By fund ⁽³⁾
Common Stock	08/29/2008		S		28,800	D	$ 6.31 ⁽¹¹⁾	882,205 ⁽²⁾	I	By fund ⁽⁴⁾
Common Stock	08/29/2008		S		587	D	$ 6.31 ⁽¹¹⁾	17,992 ⁽²⁾	I	By fund ⁽⁵⁾
Common Stock	08/29/2008		S		1,883	D	$ 6.31 ⁽¹¹⁾	57,676 ⁽²⁾	I	By fund ⁽⁶⁾
Common Stock	08/29/2008		S		2,275	D	$ 6.31 ⁽¹¹⁾	69,701 ⁽²⁾	I	By fund ⁽⁷⁾
Common Stock	08/29/2008		S		15,805	D	$ 6.31 ⁽¹¹⁾	484,158 ⁽²⁾	I	By fund ⁽⁸⁾
Common Stock	08/29/2008		S		8,037	D	$ 6.31 ⁽¹¹⁾	246,196 ⁽²⁾	I	By fund ⁽⁹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BENJAMIN JERRY C/O ADVENT VENTURE PARTNERS 25 BUCKINGHAM GATE LONDON, X0 SW1E 6LD	X

Signatures

/s/ Brian F. Leaf, attorney-in-fact		09/16/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $6.25 to $6.83 per share. The reporting persons undertake to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(2)	This amendment is being filed to correct amounts reported in the "Amount of Securities Beneficially Owned Following Reported Transactions" column, which were understated in the original filing. For Advent Private Equity Fund III 'A' Limited Partnership, the amount of the understatement was 1,463,589 shares; for Advent Private Equity Fund III 'B' Limited Partnership, 716,931 shares; for Advent Private Equity Fund III 'C' Limited Partnership, 200,073 shares; for Advent Private Equity Fund III 'D' Limited Partnership, 393,454 shares; for Advent Private Equity Fund III Affiliates Limited Partnership, 46,871 shares; for Advent Management III Limited Partnership, 14,621 shares; and for Advent Private Equity Fund III GmbH & Co. KG, 56,643 shares. Amounts reported in this column on the reporting persons' Form 4 filed on September 4, 2008 were understated by an equivalent amount.
(3)	These securities are held of record by Advent Private Equity Fund III 'A' Limited Partnership. The reporting person is a general partner of Advent Venture Partners LLP, which is the sole owner of the general partner of Advent Management III Limited Partnership, which is general partner of Advent Private Equity Fund III 'A' Limited Partnership, and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(4)	These securities are held of record by Advent Private Equity Fund III 'B' Limited Partnership. The reporting person is a general partner of Advent Venture Partners LLP, which is the sole owner of the general partner of Advent Management III Limited Partnership, which is general partner of Advent Private Equity Fund III 'B' Limited Partnership, and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(5)	These securities are held of record by Advent Management III Limited Partnership. The reporting person is a general partner of Advent Venture Partners LLP, which is the sole owner of the general partner of Advent Management III Limited Partnership, and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(6)	These securities are held of record by Advent Private Equity Fund III Affiliates Limited Partnership. The reporting person is a general partner of Advent Venture Partners LLP, which is the sole owner of the general partner of Advent Management III Limited Partnership, which is general partner of Advent Private Equity Fund III Affiliates Limited Partnership, and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(7)	These securities are held of record by Advent Private Equity Fund III GmbH & Co. KG. The reporting person is a general partner of Advent Venture Partners LLP, which is the sole owner of the sole owner of the general partner of Advent Private Equity Fund III GmbH & Co. KG, and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(8)	These securities are held of record by Advent Private Equity Fund III 'D' Limited Partnership. The reporting person is a general partner of Advent Venture Partners LLP, which is the sole owner of the general partner of Advent Management III Limited Partnership, which is general partner of Advent Private Equity Fund III 'D' Limited Partnership, and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(9)	These securities are held of record by Advent Private Equity Fund III 'C' Limited Partnership. The reporting person is a general partner of Advent Venture Partners LLP, which is the sole owner of the general partner of Advent Management III Limited Partnership, which is general partner of Advent Private Equity Fund III 'C' Limited Partnership, and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(10)	Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $6.08 to $6.61 per share. The reporting persons undertake to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(11)	Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $6.20 to $6.69 per share. The reporting persons undertake to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

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