Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
SHERWIN STEPHEN A
  2. Issuer Name and Ticker or Trading Symbol
BIOSANTE PHARMACEUTICALS INC [bpax]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O BIOSANTE PHARMACEUTICALS, INC., 111 BARCLAY BOULEVARD
3. Date of Earliest Transaction (Month/Day/Year)
10/14/2009
(Street)

LINCOLNSHIRE, IL 60069
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 10/14/2009   A   86,760 A (1) 86,760 D  

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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 Underlying Securities
(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 of Derivative Security: 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
Stock Option (right to buy) $ 10.07 10/14/2009   A   10,101     (2) 02/06/2018 Common Stock 10,101 (3) 10,101 D  
Stock Option (right to buy) $ 10.07 10/14/2009   A   58,448     (2) 02/06/2018 Common Stock 58,448 (4) 58,448 D  
Stock Option (right to buy) $ 16.8 10/14/2009   A   5,074     (5) 02/07/2017 Common Stock 5,074 (6) 5,074 D  
Stock Option (right to buy) $ 16.8 10/14/2009   A   13,205     (5) 02/07/2017 Common Stock 13,205 (7) 13,205 D  
Stock Option (right to buy) $ 33.21 10/14/2009   A   3,406     (8) 02/07/2016 Common Stock 3,406 (9) 3,406 D  
Stock Option (right to buy) $ 33.21 10/14/2009   A   7,561     (8) 02/07/2016 Common Stock 7,561 (10) 7,561 D  
Stock Option (right to buy) $ 36.82 10/14/2009   A   18,325     (11) 02/03/2015 Common Stock 18,325 (12) 18,325 D  
Stock Option (right to buy) $ 36.82 10/14/2009   A   2,239     (11) 02/03/2015 Common Stock 2,239 (13) 2,239 D  
Stock Option (right to buy) $ 1.82 10/14/2009   A   15,000     (14) 10/13/2019 Commom Stock 15,000 $ 0 15,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SHERWIN STEPHEN A
C/O BIOSANTE PHARMACEUTICALS, INC.
111 BARCLAY BOULEVARD
LINCOLNSHIRE, IL 60069
  X      

Signatures

 /s/ Phillip B. Donenberg, attorney-in-fact   10/14/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Received in exchange for 474,621 shares of Cell Genesys, Inc. ("Cell Genesys") common stock in connection with the merger of Cell Genesys with and into BioSante (the "Merger"). Each share of the reporting person's Cell Genesys shares was exchanged for 0.1828 of a share of BioSante common stock in connection with the Merger.
(2) Options granted on February 6, 2008. Vesting occurs over a period of four years in a series of forty-eight (48) successive, equal monthly installments beginning on the grant date.
(3) Received in the Merger in exchange for an employee stock option to acquire 55,260 shares of Cell Genesys common stock for an exercise price of $1.84 per share.
(4) Received in the Merger in exchange for an employee stock option to acquire 319,740 shares of Cell Genesys common stock for an exercise price of $1.84 per share.
(5) Options granted on February 7, 2007. Vesting occurs over a period of four years in a series of forty-eight (48) successive, equal monthly installments beginning on the grant date.
(6) Received in the Merger in exchange for an employee stock option to acquire 27,761 shares of Cell Genesys common stock for an exercise price of $3.07 per share.
(7) Received in the Merger in exchange for an employee stock option to acquire 72,239 shares of Cell Genesys common stock for an exercise price of $3.07 per share.
(8) Options granted on February 7, 2006. Vesting occurs over a period of four years in a series of forty-eight (48) successive, equal monthly installments beginning on the grant date.
(9) Received in the Merger in exchange for an employee stock option to acquire 18,633 shares of Cell Genesys common stock for an exercise price of $6.07 per share.
(10) Received in the Merger in exchange for an employee stock option to acquire 41,367 shares of Cell Genesys common stock for an exercise price of $6.07 per share.
(11) Options granted on February 3, 2005. Vesting occurs over a period of four years in a series of forty-eight (48) successive, equal monthly installments beginning on the grant date.
(12) Received in the Merger in exchange for an employee stock option to acquire 100,248 shares of Cell Genesys common stock for an exercise price of $6.73 per share.
(13) Received in the Merger in exchange for an employee stock option to acquire 12,252 shares of Cell Genesys common stock for an exercise price of $6.73 per share.
(14) Option granted on October 14, 2009. Vesting occurs in four equal yearly installments, with the first installment becoming exercisable on the one-year anniversary of the grant date.

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