XNAS:ENMD EntreMed, Inc. Insider Activity 4 Filing - 5/1/2012

Effective Date 5/1/2012

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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 ^*

Mak Tak W.

2. Issuer Name and Ticker or Trading Symbol
ENTREMED INC [ENMD]

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)

ENTREMED, INC., 9640 MEDICAL CENTER DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2012

(Street)

ROCKVILLE, MD 20850

4. If Amendment, Date Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/01/2012		P		352,857	A	⁽¹⁾	365,376	D

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

Warrants (Right to Buy)

$1.4

01/20/2012

69,565

07/29/2012⁽²⁾

07/29/2017⁽²⁾

Common Stock

69,565

⁽²⁾

69,565

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Mak Tak W. ENTREMED, INC. 9640 MEDICAL CENTER DRIVE ROCKVILLE, MD 20850	X

Signatures

/s/ Cynthia W. Hu, attorney-in-fact for Tak W. Mak		05/03/2012
^**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)	Reflects the conversion price of a certain Subordinated Mandatorily Convertible Note ("Convertible Note") acquired in connection with the Company's strategic financing entered into on January 20, 2012 ("Strategic Financing"). The Convertible Note automatically converts into shares of common stock, at the conversion price of $1.15, upon stockholders approval of the Strategic Financing. The conversion price reflects the 10-day average closing sale price of the Company's Common Stock ending on January 20, 2012. The stockholders approved the Strategic Financing at the Company's Annual Stockholders Meeting held on April 30, 2012 ("2012 Annual Meeting").
(2)	Warrants were acquired in connection with the Strategic Financing and become exercisable at any time on or after 90 days following the 2012 Annual Meeting.

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XNAS:ENMD EntreMed, Inc. Insider Activity 4 Filling

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