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
X	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* A.M. Pappas & Associates, LLC (Last) (First) (Middle) 7030 KIT CREEK ROAD (Street) RESEARCH TRIANGLE PARK NC 27709 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PANACOS PHARMACEUTICALS, INC. [ PANC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner
	3. Date of Earliest Transaction (Month/Day/Year) 09/09/2005
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/09/2005		J ( 1 )		600,000	D	( 1 )	3,767,506	I	See footnote. ( 2 )
Common Stock								190,310	I	See footnote. ( 3 )
Common Stock	09/09/2005		J		190,310	D	( 4 )	0	I	See footnote. ( 3 )
Common Stock								108,848 ( 5 )	D
Common Stock	09/09/2005		S		108,848	D	$10.75 ( 6 )	0	D
Common Stock	09/12/2005		S		101,601	D	$10.53 ( 7 )	3,665,905	I	See footnote. ( 2 )
Common Stock	09/13/2005		S		2,600	D	$10	3,663,305	I	See footnote. ( 2 )

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reporting person is the manager of AMP&A Management, LLC ("Management"), which is the general partner of A.M. Pappas Life Science Ventures I, L.P. (the "Fund"). The reporting person has been attributed with beneficial ownership of the shares of the issuer's stock held by the Fund. The Fund distributed 600,000 shares of the issuer's common stock held by it in a pro rata distribution to its partners on September 9, 2005 for no consideration.

2. Securities are held directly by the Fund, which has a general partner, Management, which is managed by the reporting person. The reporting person may be deemed a beneficial owner of these securities.

3. Securities are held directly by Management, as a result of the distribution described in footnote 1, which was a mere change in the form of beneficial ownership. The reporting person has been attributed with beneficial ownership of these shares of the issuer's stock held by Management.

4. Management distributed these shares to its members on September 9, 2005 for no consideration.

5. The reporting person received 93,034 shares from the distribution by Management described in Footnote 4. Because the reporting peroson had previously reported indirect beneficial owenership of these shares, this transaction constitutes a mere change in the form of beneficial ownership.

6. This per share price represents the weighted average sales price per share that the reporting person received on all trades on September 9, 2005. Actual sale prices ranged from $10.42 to $11.10 on September 9,2005.

7. This per share price represents the weighted average sales price per share that the Fund received on all trades on September 12, 2005. Actual sale prices ranged from $10.50 to $10.66 on September 12,2005.

	/s/ Ford S. Worthy, Partner	09/13/2005
	** 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).
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