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 *

Invus Public Equities Advisors, LLC 		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)

750 LEXINGTON AVENUE, 30TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/24/2009
(Street)

NEW YORK, NY 10022
(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    4989024   D $.8585   (1) 0   D   (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)  This report is filed jointly by Invus Public Equities, L.P., Invus Public Equities Advisors, LLC, Ulys, L.L.C. and Raymond Debbane (collectively, the "Reporting Persons"). The reported securities are owned directly by Invus Public Equities, L.P. Invus Public Equities Advisors, LLC is the general partner of Invus Public Equities, L.P. Ulys, L.L.C. is the managing member of Invus Public Equities Advisors, LLC. Raymond Debbane is the sole member of Ulys, L.L.C. Accordingly, each of Invus Public Equities Advisors, LLC, Ulys, L.L.C. and Raymond Debbane may be deemed to be indirect beneficial owners of the reported securities. Each of Invus Public Equities Advisors, LLC, Ulys, L.L.C. and Raymond Debbane disclaims beneficial ownership of the reported securities, except to the extent of its or his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Invus Public Equities Advisors, LLC
750 LEXINGTON AVENUE
30TH FLOOR
NEW YORK, NY 10022
X

Invus Public Equities, LP
750 LEXINGTON AVENUE
30TH FLOOR
NEW YORK, NY 10022
X

Ulys, LLC
750 LEXINGTON AVENUE
30TH FLOOR
NEW YORK, NY 10022
X

DEBBANE RAYMOND
750 LEXINGTON AVENUE
30TH FLOOR
NEW YORK, NY 10022
X


Signatures
INVUS PUBLIC EQUITIES, L.P., By: Invus Public Equities Advisors, LLC, its general partner, By: /s/ Raymond Debbane, President 4/28/2009
** Signature of Reporting Person Date

INVUS PUBLIC EQUITIES ADVISORS, LLC, By: /s/ Raymond Debbane, President 4/28/2009
** Signature of Reporting Person Date

ULYS, L.L.C., By: /s/ Raymond Debbane, President 4/28/2009
** Signature of Reporting Person Date

/s/ Raymond Debbane 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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