Edgar Filing: SANDERLING V LTD PARTNERSHIP

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Sanderling Venture Partners V, LP

2. Issuer Name and Ticker or Trading Symbol
ENDOCYTE INC [ECYT]

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

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

(Last)

(First)

(Middle)

400 S. EL CAMINO REAL, SUITE 1200

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2011

(Street)

SAN MATEO, CA 94402

4. If Amendment, Date 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

(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								136,473 ⁽¹⁾	I	By Sanderling Venture Partners V, L.P. ⁽²⁾ ⁽³⁾
Common Stock								33,429 ⁽⁴⁾	I	By Sanderling V Biomedical, L.P. ⁽²⁾ ⁽³⁾
Common Stock								13,524 ⁽⁵⁾	I	By Sanderling V Limited Partnership ⁽²⁾ ⁽³⁾
Common Stock								12,034 ⁽⁶⁾	I	By Sanderling V Beteiligungs GmbH & Co. KG ⁽²⁾ ⁽³⁾
Common Stock	02/04/2011		P		785,417	A	$ 6	785,417	I	By Sanderling V Strategic Exit Fund, L.P. ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Sanderling Venture Partners V, LP 400 S. EL CAMINO REAL, SUITE 1200 SAN MATEO, CA 94402		X
SANDERLING V BIOMEDICAL LP 400 S. EL CAMINO REAL, SUITE 1200 SAN MATEO, CA 94402		X
SANDERLING V LTD PARTNERSHIP 400 S. EL CAMINO REAL, SUITE 1200 SAN MATEO, CA 94402		X
SANDERLING V BETEILIGUNGS GMBH & CO KG 400 S. EL CAMINO REAL, SUITE 1200 SAN MATEO, CA 94402		X
Sanderling Venture Partners VI Co Investment Fund LP 400 S. EL CAMINO REAL, SUITE 1200 SAN MATEO, CA 94402		X
SANDERLING V BIOMEDICAL CO INVESTMENT FUND LP 400 S. EL CAMINO REAL, SUITE 1200 SAN MATEO, CA 94402		X
Sanderling Venture Partners V Co Investment Fund, LP 400 S. EL CAMINO REAL, SUITE 1200 SAN MATEO, CA 94402		X
Sanderling VI Beteiligungs GmbH & Co KG 400 S. EL CAMINO REAL, SUITE 1200 SAN MATEO, CA 94402		X
Sanderling VI Limited Partnership 400 S. EL CAMINO REAL, SUITE 1200 SAN MATEO, CA 94402		X

Signatures

By: Middleton, McNeil & Mills Associates V, LLC, By: /s/ Fred A. Middleton, Managing Director		02/08/2011
^**Signature of Reporting Person		Date
By: Middleton, McNeil & Mills Associates V, LLC, By: /s/ Fred A. Middleton, Managing Director		02/08/2011
^**Signature of Reporting Person		Date
By: Middleton, McNeil & Mills Associates V, LLC, By: /s/ Fred A. Middleton, Managing Director		02/08/2011
^**Signature of Reporting Person		Date
By: Middleton, McNeil & Mills Associates V, LLC, By: /s/ Fred A. Middleton, Managing Director		02/08/2011
^**Signature of Reporting Person		Date
By: Middleton, McNeil & Mills Associates V, LLC, By: /s/ Fred A. Middleton, Managing Director		02/08/2011
^**Signature of Reporting Person		Date
By: Middleton, McNeil & Mills Associates V, LLC, By: /s/ Fred A. Middleton, Managing Director		02/08/2011
^**Signature of Reporting Person		Date
By: Middleton, McNeil & Mills Associates V, LLC, By: /s/ Fred A. Middleton, Managing Director		02/08/2011
^**Signature of Reporting Person		Date
By: Middleton, McNeil & Mills Associates V, LLC, By: /s/ Fred A. Middleton, Managing Director		02/08/2011
^**Signature of Reporting Person		Date
By: Middleton, McNeil & Mills Associates V, LLC, By: /s/ Fred A. Middleton, Managing Director		02/08/2011
^**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)	72,502 shares held by Sanderling Venture Partners V, L.P. are subject to repurchase based on milestones set forth in the Restricted Stock Purchase Agreement dated July 10, 2001 between the Company and each of Sanderling Venture Partners V, L.P., Sanderling V Biomedical, L.P., ABV Holding Company 7 LLC, Douglas G. Bailey, and Cincinnati Financial Corporation.
(2)	Fred Middleton is a managing director of Middleton, McNeil & Mills Associates V, LLC which has the ultimate voting and investment power over shares held of record by Sanderling V Beteiligungs GmbH & Co. KG, Sanderling V Biomedical Co-Investment Fund, L.P., Sanderling V Biomedical, L.P., Sanderling V Limited Partnership, Sanderling Venture Partners V, L.P., Sanderling Venture Partners VI Co-Investment Fund, L.P., Sanderling VI Beteiligungs GmbH and Co. KG and Sanderling VI Limited Partnership and he may be deemed to have voting and investment power over shares held of record by Sanderling V Beteiligungs GmbH & Co. KG, Sanderling V Biomedical Co-Investment Fund, L.P., Sanderling V Biomedical, L.P., Sanderling V Limited Partnership, Sanderling Venture Partners V, L.P., Sanderling Venture Partners VI Co-Investment Fund, L.P., Sanderling VI Beteiligungs GmbH and Co. KG and Sanderling VI Limited Partnership.
(3)	Mr. Middleton disclaims beneficial ownership of the shares directly held by the entities affiliated with Sanderling except to the extent of his individual pecuniary interest therein.
(4)	17,759 shares held by Sanderling V Biomedical, L.P. are subject to repurchase based on milestones set forth in the Restricted Stock Purchase Agreement dated July 10, 2001 between the Company and each of Sanderling Venture Partners V, L.P., Sanderling V Biomedical, L.P., ABV Holding Company 7 LLC, Douglas G. Bailey, and Cincinnati Financial Corporation.
(5)	7,185 shares held by Sanderling V Limited Partnership are subject to repurchase based on milestones set forth in the Restricted Stock Purchase Agreement dated July 10, 2001 between the Company and each of Sanderling Venture Partners V, L.P., Sanderling V Biomedical, L.P., ABV Holding Company 7 LLC, Douglas G. Bailey, and Cincinnati Financial Corporation.
(6)	6,393 shares held by Sanderling V Beteiligungs GmbH & Co. KG are subject to repurchase based on milestones set forth in the Restricted Stock Purchase Agreement dated July 10, 2001 between the Company and each of Sanderling Venture Partners V, L.P., Sanderling V Biomedical, L.P., ABV Holding Company 7 LLC, Douglas G. Bailey, and Cincinnati Financial Corporation.

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