Capstone Holding Corp. — Director's Dealing 2014

Jul 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Capstone Therapeutics Corp. (CAPS)
CIK: 0000887151
Period of Report: 2014-07-01

Reporting Person: BVF PARTNERS L P/IL (10% Owner)
Reporting Person: BIOTECHNOLOGY VALUE FUND L P (See Explanation of Responses)
Reporting Person: BIOTECHNOLOGY VALUE FUND II LP (See Explanation of Responses)
Reporting Person: BVF INVESTMENTS LLC (See Explanation of Responses)
Reporting Person: BVF INC/IL (10% Owner)
Reporting Person: LAMPERT MARK N (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-01	Common Stock, $0.0005 par value	J	616563	$.3000	Disposed	3993637	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.0005 par value	1619888	Indirect
Common Stock, $0.0005 par value	996200	Indirect

Footnotes

F1: This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), BVF Investments, L.L.C. ("BVFLLC"), BVF Partners L.P. ("Partners"), BVF Inc., and Mark Lampert (collectively the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a section 13(d) group that collectively owns more than 10% of the Issuer's oustanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein.

F2: Shares of Common Stock owned directly by BVFLLC. As the manager of BVFLLC, Partners may be deemed to beneficially own the shares of Common Stock owned directly by BVFLLC. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the shares of Common Stock owned directly by BVFLLC. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the shares of Common Stock owned directly by BVFLLC.

F3: Represents an internal transfer of shares of Common Stock from BVFLLC to a fund which Partners serves as an investment adviser to, but lacks a pecuniary interest therein.

F4: Pursuant to the operating agreement of BVFLLC, Partners is authorized, among other things, to invest the contributed capital of Samana Capital, L.P., the majority member of BVFLLC, in the Common Stock and other securities of the Issuer and to vote, exercise or convert and dispose of such securities and is entitled to receive fees based on assets under management and, subject to certain exceptions, allocations based on realized and unrealized gains on such assets.

F5: Shares of Common Stock owned directly by BVF. As the general partner of BVF, Partners may be deemed to beneficially own the shares of Common Stock owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the shares of Common Stock owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the shares of Common Stock owned directly by BVF.

F6: Shares of Common Stock owned directly by BVF2. As the general partner of BVF2, Partners may be deemed to beneficially own the shares of Common Stock owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the shares of Common Stock owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the shares of Common Stock owned directly by BVF2.