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^*

MIGAUSKY GEORGE V

(Last)

(First)

(Middle)

16020 INDUSTRIAL DRIVE

(Street)

GAITHERSBURG

20877

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IGEN INTERNATIONAL INC /DE [ IGEN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2004

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	02/13/2004		D		114,967 ^{( 2 )}	D	^{( 1 )}	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)
Option to Buy	$37.91	02/13/2004		D			37,363	06/04/2002	06/04/2012	Common Stock	37,363	^{( 3 )}	0	D
Option to Buy	$8.75	02/13/2004		D			16,072	04/25/1994	04/25/2004	Common Stock	16,072	^{( 4 )}	0	D
Option to Buy	$20.62	02/13/2004		D			45,150	03/02/1998	03/02/2008	Common Stock	45,150	^{( 5 )}	0	D
Option to Buy	$18.75	02/13/2004		D			19,667	08/01/2000	08/01/2012	Common Stock	19,667	^{( 6 )}	0	D
Option to Buy	$37.91	02/13/2004		D			1,846	06/04/2002	06/04/2012	Common Stock	1,846	^{( 3 )}	0	D
Option to Buy	$5	02/13/2004		D			30,000	05/03/1996	05/03/2006	Common Stock	30,000	^{( 7 )}	0	D

Explanation of Responses:

1. Pursuant to Agreement and Plan of Merger ("Agreement and Plan of Merger") dated July 24, 2003 among Roche Holding Ltd, 66 Acquisition Corporation II, IGEN International, Inc. and BioVeris Corporation (formerly known as IGEN Integrated Healthcare, LLC), each share of Common Stock of IGEN International, Inc. has been converted into the right to receive cash in an amont of $47.25, without interest, plus one share of BioVeris Corporation. The Agreement is more fully described on Registration Statem ent on Form S-4 (333-109196) as filed with the Securities and Exchange Commission on January 13, 2004.

2. Includes 12,310 shares held by reporting person as Custodian under Uniform Gift to Minors Act for Kara Migausky. 12,310 shares held by an adult child who shares the reporting person's household. Reporting person disclaims beneficial ownership of all securities held by adult children, and this report should not be deemed an admission that reporting person is beneficial owner of these shares for purposes of Section 16 or for any other purpose.

3. This option, which provided for vesting in installments, was cancelled in the Agreement and Plan of Merger, and in accordance therewith, each share under option was exchanged for a cash payment of $9.34 (representing the difference between the exercise price of the option and $47.25 per share) plus one (1) share of common stock of BioVeris Corporation.

4. This option, which provided for vesting in installments, was cancelled in the Agreement and Plan of Merger, and in accordance therewith, each share under option was exchanged for a cash payment of $38.50 (representing the difference between the exercise price of the option and $47.25 per share) plus one (1) share of common stock of BioVeris Corporation.

5. This option, which provided for vesting in installments, was cancelled in the Agreement and Plan of Merger, and in accordance therewith, each share under option was exchanged for a cash payment of $26.63 (representing the difference between the exercise price of the option and $47.25 per share) plus one (1) share of common stock of BioVeris Corporation.

6. This option, which provided for vesting in installments, was cancelled in the Agreement and Plan of Merger, and in accordance therewith, each share under option was exchanged for a cash payment of $28.50 (representing the difference between the exercise price of the option and $47.25 per share) plus one (1) share of common stock of BioVeris Corporation.

7. This option, which provided for vesting in installments, was cancelled in the Agreement and Plan of Merger, and in accordance therewith, each share under option was exchanged for a cash payment of $42.25 (representing the difference between the exercise price of the option and $47.25 per share) plus one (1) share of common stock of BioVeris Corporation.

	/s/George V. Migausky	02/17/2004
	** Signature of Reporting Person	Date
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