FORM 4
[ X ] 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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

RHO INVESTMENT PARTNERS H LP 		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)
(Last)          (First)          (Middle)

152 WEST 57TH STREET, 23RD FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/24/2009
(Street)

NEW YORK, NY 10019
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   4/24/2009     D    4974674   D $0.8585   (1) 0   I   See Footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

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 ("Trust II); 378,884 shares of common stock held by Rho Ventures IV L.P. ("RV IV"); 891,990 shares of common stock held by Rho Ventures IV (QP) L.P. ("RV IV QP"); 929,582 shares of common stock held by Rho Ventures IV GmbH & Co. ("RV IV KG"), Beteiligungs KG; 77,932 shares held by Rho Investment Partners "H", L.P; 21,145 shares held by Rho Management Partners, L.P.; 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 Trust II, RV IV, RV IV QP, RV IV KG, Joshua Ruch and Habib Kairouz are reported on a separate Form 4 being filed simultaneously herewith.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
RHO INVESTMENT PARTNERS H LP
152 WEST 57TH STREET, 23RD FLOOR
NEW YORK, NY 10019
X

ATLAS CAPITAL CORP
152 WEST 57TH STREET, 23RD FLOOR
NEW YORK, NY 10019
X

RHO MANAGEMENT PARTNERS L P
152 WEST 57TH STREET, 23RD FLOOR
NEW YORK, NY 10019
X


Signatures
/s/ Jeffrey I. Martin Attorney-in-fact 4/27/2009
** Signature of Reporting Person Date

/s Jeffrey I. Martin 4/27/2009
** Signature of Reporting Person Date

/s/ Jeff I. Martin 4/27/2009
** 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 control number.
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