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 *

LITTLECHILD JOHN W 		2. Issuer Name and Ticker or Trading Symbol

NITROMED INC [ NTMD ] 		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)

55 CAMBRIDGE PARKWAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/24/2009
(Street)

CAMBRIDGE, MA 02142
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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    3239598   D $0.8585   (1) 0   I   (2) By Partnership  
Common Stock   4/24/2009     D    66762   D $0.8585   (1) 0   D    

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
Stock Option (Right to Buy)   $1.30   4/24/2009     D        3125      (3)   (3) Common Stock   3125   $0.00   0   D    
Stock Option (Right to Buy)   $2.00   4/24/2009     D        2500      (3)   (3) Common Stock   2500   $0.00   0   D    
Stock Option (Right to Buy)   $2.00   4/24/2009     D        3750      (3)   (3) Common Stock   3750   $0.00   0   D    
Stock Option (Right to Buy)   $6.95   4/24/2009     D        10000      (3)   (3) Common Stock   10000   $0.00   0   D    
Stock Option (Right to Buy)   $14.99   4/24/2009     D        15000      (3)   (3) Common Stock   15000   $0.00   0   D    
Stock Option (Right to Buy)   $4.12   4/24/2009     D        15000      (3)   (3) Common Stock   15000   $0.00   0   D    
Stock Option (Right to Buy)   $2.67   4/24/2009     D        15000      (3)   (3) Common Stock   15000   $0.00   0   D    
Stock Option (Right to Buy)   $1.14   4/24/2009     D        15000      (3)   (3) Common Stock   15000   $0.00   0   D    

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 the Issuer (the "Merger"), 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)  1,240,788 of these shares were directly owned by HealthCare Ventures V, L.P. ("HCVV") and 1,998,810 of these shares were directly owned by HealthCare Ventures VI, L.P. ("HCVVI"). The Reporting Person is a general partner of each of HealthCare Partners V, L.P. and HealthCare Partners, VI, L.P., the General Partners of each of HCVV and HCVVI, respectively. The Reporting Person disclaims beneficial ownership of those shares owned by each of HCVV and HCVVI except to the extent of his pecuniary interest therein.
( 3)  This option was canceled in the Merger because its exercise price was greater than the merger consideration of $0.8585 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LITTLECHILD JOHN W
55 CAMBRIDGE PARKWAY
CAMBRIDGE, MA 02142 		X



Signatures
/s/Jeffrey Steinberg, Attorney-in-Fact 4/28/2009
** 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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