UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
[ ] Check box if no longer subject to Section 16. Form 4 or Form 5 obligations
may continue. See Instruction 1(b)
FORM 4
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
Elliott Associates, L.P.
712 Fifth Avenue
New York, New York 10019
2. Issuer Name and Ticker Trading Symbol
Vion Pharmaceuticals, Inc. (VION)
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for (Month/Day/Year)
04/00
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person to Issuer (Check all applicable)
[ ] Director [ ] Officer (give title below) [ ] Chairman [x] 10% Owner
[ ] Other (specify below)
7. Individual or Joint/Group Filing (Check applicable line)
[x] Form filed by one Reporting Person [ ] Form filed by more than one
Reporting Person
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Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)
Common Stock
2. Transaction Date (Month/Day/Year)
04/13/00
3. Transaction Code (Inst. 8)
X
V
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
Amount:
78,132
(A) or (D):
A
Price:
$6.23
5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)
1,294,944
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
D
7. Nature of Indirect Beneficial Ownership (Instr. 4)
Not applicable.
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)
Class B Warrants
2. Conversion or Exercisable Price of Derivative Security
$6.23
3. Transaction Date (Month/Day/Year)
04/13/00
4. Transaction Code (Instr. 8)
Code
X
V
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3,
4 and 5)
(A)
(D)
78,132
6. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable: Currently
Expiration Date: 08/13/00
7. Title and Amount of Underlying Securities (Instr. 3 and 4)
Title: Common Stock
Amount: 78,132
8. Price of Derivative Security (Inst. 5)
*
9. Number of Derivative Securities Beneficially Owned at End of Month (Instr.
4)
0
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
D
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
Not applicable.
Explanation of Responses:
*The Class B Warrants (along with shares of Common Stock) were obtained
through the exercise of Class A Warrants at an exercise price of $4.63.
**Intentional misstatement or omissions of facts constitute Federal
Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as general partner
By: Braxton Associates, Inc., as general partner
By: /s/ Elliot Greenberg May 9, 2000
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Elliot Greenberg, Vice President Date
**Signature of Reporting Person
(Page 4 of 4)
