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
                                                                                  
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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 *

Flynn James E 		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)      __ X __ Other (specify below)
Possible Member of 10% Group
(Last)          (First)          (Middle)

780 THIRD AVENUE, 37TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/24/2009
(Street)

NEW YORK, NY 10017
(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   (1) 4/24/2009     J (4)    1783019   D $.8585   0   I   (2) Through Deerfield Special Situations Fund, L.P.   (2)
Common Stock   (1) 4/24/2009     J (4)    3281497   D $.8585   0   I   (3) Through Deerfield Special Situations Fund International Limited   (3)
Common Stock   (1) 4/24/2009     P (4)    46085133   A $.8585   46085133   (3) I   (4) Through NTMD Parent Acquisition Corp.   (4)

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)  This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons").
( 2)  Deerfield Capital, L.P. is the general partner of Deerfield Special Situations Fund, L.P. (the "Domestic Fund"). James E. Flynn is the managing member of the general partner of Deerfield Capital, L.P. In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Domestic Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
( 3)  Deerfield Management Company, L.P. is the investment manager of Deerfield Special Situations Fund International Limited (the "Offshore Fund"). James E. Flynn is the managing member of the general partner of Deerfield Management Company, L.P. In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Offshore Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
( 4)  On April 24, 2009, pursuant to a merger of an entity indirectly owned by the Onshore Fund, the Offshore Fund, Deerfield Private Design International, L.P. and Deerfield Private Design Fund, L.P. with and into the Issuer, all of the Issuer's common stock outstanding immediately prior to the effective time of the merger (including shares held by the Domestic Fund and the Offshore Fund) was converted into the right to receive $0.8585 per share.

Remarks:
Darren Levine, Attorney-In-Fact: Power of Attorney, which is hereby incorporated by reference to exhibit 24 of the Form 4
filed by the reporting persons on May 9, 2008 with respect to Nitromed, Inc.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Flynn James E
780 THIRD AVENUE
37TH FLOOR
NEW YORK, NY 10017
X
Possible Member of 10% Group
DEERFIELD CAPITAL LP
780 THIRD AVENUE
37TH FLOOR
NEW YORK, NY 10017
X
Possible Member of 10% Group
Deerfield Special Situations Fund, L.P.
780 3RD AVENUE
37TH FLOOR
NEW YORK, NY 10017
X
Possible Member of 10% Group
DEERFIELD MANAGEMENT CO /NY
780 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY 10017
X
Possible Member of 10% Group
Deerfield Special Situations Fund International LTD
C/O HEMISPHERE MANAGEMENT (B.V.I.)
COLUMBUS CENTRE, P.O. BOX 3460
ROAD TOWN, TORTOLA, D8 -
X
Possible Member of 10% Group

Signatures
/s/ Darren Levine 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.
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