SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:		3235-0287
Expires:	February 28, 2011
Estimated average burden
hours per response		0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LANIER THOMAS

(Last)

(First)

(Middle)

LEV PHARMACEUTICALS, INC.

675 THIRD AVENUE, SUITE 2200

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Lev Pharmaceuticals Inc [ LEVP.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/21/2008

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.01 par value ^{( 1 )}	10/21/2008		D		71,372	D	$2.75	0	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director Stock Options	$0.8	12/29/2004		D			225,000	12/29/2004	12/29/2014	Common Stock	225,000	^{( 2 )}	0	D
Director Stock Options	$1.63	02/15/2007		D			75,000	02/15/2007	02/15/2017	Common Stock	75,000	^{( 3 )}	0	D

Explanation of Responses:

1. Disposed of in connection with the merger (the "Merger") of HAE Acquisition Corp. ("Merger Sub") with and into Lev Pharmaceuticals, Inc. ("Lev"), effective October 21, 2008 (the "Effective Date"), pursuant to the Agreement and Plan of Merger, dated as of July 15, 2008, by and among Lev, ViroPharma Incorporated and Merger Sub (the "Merger Agreement"). In connection with the Merger, each share of Common Stock listed in Table I was exchanged for the right to receive the following merger consideration: (i) an amount equal to $2.25, per share in cash; (ii) 0.042146 of a share of ViroPharma common stock, based on a per share market value of $11.8635 (as determined in accordance with the Merger Agreement), with cash in lieu of any fractional share; and (iii) a contingent value right to receive up to two contingent cash payments of $0.50 each, payable in the future based on the achievement of certain milestones.

2. This option was cancelled in the Merger in exchange for the following consideration: (i) a cash payment of $326,250, representing the difference between the exercise price of the option and the cash consideration per share ($2.25) multiplied by the total number of shares of Common Stock underlying the option; and (ii) for each share of Lev common stock underlying the option (a) 0.042146 of a share of ViroPharma common stock, based on a per share market value of $11.8635 (as determined in accordance with the Merger Agreement), with cash in lieu of any fractional share and (b) a contingent value right to receive up to two contingent cash payments of $0.50 each, payable in the future based on the achievement of certain milestones. Pursuant to the terms of the Merger Agreement, all options, whether or not exercisable or vested at the Effective Date, became fully vested and exercisable as of the Effective Date.

3. This option was cancelled in the Merger in exchange for the following consideration: (i) a cash payment of $46,500, representing the difference between the exercise price of the option and the cash consideration per share ($2.25) multiplied by the total number of shares of Common Stock underlying the option; and (ii) for each share of Lev common stock underlying the option (a) 0.042146 of a share of ViroPharma common stock, based on a per share market value of $11.8635 (as determined in accordance with the Merger Agreement), with cash in lieu of any fractional share and (b) a contingent value right to receive up to two contingent cash payments of $0.50 each, payable in the future based on the achievement of certain milestones. Pursuant to the terms of the Merger Agreement, all options, whether or not exercisable or vested at the Effective Date, became fully vested and exercisable as of the Effective Date.

	/s/ Thomas Lanier	10/21/2008
	** 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 Number.