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

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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^*

SILVA STEVEN C

(Last)

(First)

(Middle)

C/O CHEMRX CORPORATION

750 PARK PLACE

(Street)

LONG BEACH

11561

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHEM RX CORP [ CHRX.OB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2008

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, $0.0001 par value	07/25/2008		P		79,505 ^{( 1 )}	A	$5.9903	736,395	D
Common Stock, $0.0001 par value	07/28/2008		P		83,708 ^{( 1 )}	A	$5.9903	820,103	D
Common Stock, $0.0001 par value	07/29/2008		P		83,225 ^{( 2 )}	A	$5.8999	903,328	D
Common Stock, $0.0001 par value								166,336	I	As Trustee. ^{( 3 )}

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)

Explanation of Responses:

1. Represents shares acquired as a result of the exercise of put options by Hudson Bay Fund LP and Hudson Bay Overseas Fund LTD (collectively, the "Hudson Bay Funds"). Such put options were granted by the reporting person to the Hudson Bay Funds pursuant to a Put Option Agreement signed on October 16, 2007 (the "Hudson Bay Put Option Agreement"). Details of the Hudson Bay Put Option Agreement were reported by the issuer in its Form 8-K filed with the Securities and Exchange Commission on October 17, 2007.

2. Represents shares acquired as a result of the exercise of put options by Millennium Partners L.P. ("Millennium"). Such put options were granted by the reporting person to Millennium pursuant to a Put Option Agreement signed on October 16, 2007 (the "Millennium Option Agreement"). Details of the Millennium Put Option Agreement were reported by the issuer in its Form 8-K filed with the Securities and Exchange Commission on October 17, 2007.

3. Held by the Reporting Person as trustee of The Jody R. Silva Trust and The Jerry Silva 2007 Annuity Trust.

Remarks:

Note: The Reporting Person is a party to that certain Stock Purchase Agreement, dated as of June 1, 2007 as amended on October 8, 2007 (as so amended, the "SPA"), among Paramount Acquisition Corp., a Delaware corporation now known as Chem Rx Corporation (i.e., the "Issuer"), B.J.K. Inc., a New York corporation (the "Operating Company"), and Jerry Silva, the Reporting Person, Jerry Silva, as Life Tenant, and the Reporting Person, as Remainderman, The Jody R. Silva Trust and The Jerry Silva 2007 Annuity Trust, collectively, the stockholders of the Operating Company (the "Sellers"). Under the terms of the SPA, the Reporting Person will be restricted from transferring shares of common stock of the Issuer acquired pursuant to the SPA for 180 days following the closing of the transaction pursuant to the SPA (the "Lock-Up "). The Lock-Up will expire with respect to 50% of such shares upon the expiration of 180 days (i.e., April 23, 2008), with respect to 75% of the shares after nine months (i.e., July 26, 2008) and with respect to the remaining shares after one year (i.e., October 26, 2008). Under a Voting Agreement, dated October 26, 2007 (the "Voting Agreement"), each of the stockholders party thereto (including the Reporting Person) agreed that, at any meeting of the stockholders of the Issuer and in any written action by consent of stockholders of the Issuer, such Stockholder will cause all shares of Common Stock of the Issuer then owned by him or his affiliates to be voted as provided in the Voting Agreement with respect to the election and re-election of certain persons as directors of the Issuer. For purposes of Section 13(d), prior to the acquisition of shares reported on this Form 4, a total of 8,621,650 may be deemed to be beneficially owned by the Reporting Person by virtue of the voting agreement. The Reporting Person has filed a Schedule 13D to report his membership in such a "Group."

	/s/ Steven Silva	07/29/2008
	** 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).
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