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
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*
BAUM WILLIAM H
(Last) (First) (Middle)
55 CAMBRIDGE PARKWAY
(Street)
CAMBRIDGE MA 02142
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VERENIUM CORP [ VRNM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Business Development
3. Date of Earliest Transaction (Month/Day/Year)
11/12/2009
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
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
Employee Stock Option (Right to Buy) $234 11/12/2009 D(1) 3,749 (2) 12/13/2010 Common Stock 3,749 $0 0 D
Employee Stock Option (Right to Buy) $172.2 11/12/2009 D(1) 7,499 (2) 12/20/2011 Common Stock 7,499 $0 0 D
Employee Stock Option (Right to Buy) $91.56 11/12/2009 D(1) 4,582 (2) 02/05/2013 Common Stock 4,582 $0 0 D
Employee Stock Option (Right to Buy) $120.6 11/12/2009 D(1) 1,184 (3) 02/12/2014 Common Stock 1,184 $0 0 D
Employee Stock Option (Right to Buy) $120.6 11/12/2009 D(1) 7,982 (4) 02/12/2014 Common Stock 7,982 $0 0 D
Employee Stock Option (Right to Buy) $120.6 11/12/2009 D(1) 1,433 (5) 02/12/2014 Common Stock 1,433 $0 0 D
Employee Stock Option (Right to Buy) $78.36 11/12/2009 D(1) 867 (6) 02/24/2015 Common Stock 867 $0 0 D
Employee Stock Option (Right to Buy) $30.72 11/12/2009 D(1) 3,255 (7) 05/23/2018 Common Stock 3,255 $0 0 D
Employee Stock Option (Right to Buy) $30.72 11/12/2009 D(1) 2,994 (7) 05/23/2018 Common Stock 2,994 $0 0 D
Employee Stock Option (Right to Buy) $3.85 11/12/2009 A(8) 20,807 (9) 11/12/2019 Common Stock 20,807 (8) 20,807 D
Explanation of Responses:
1. Exchanged for new options to purchase shares of common stock at an exercise price of $3.85/share pursuant to the Company's stock option exchange program which commenced 10/13/09 and terminated 11/12/2009.
2. The option vests as to 25% of the shares on the first anniversary of the date of grant, then vests in increments of 6.25% each quarter thereafter.
3. 611 of the shares subject to the option vest in four equal quarterly installments during 2007. 572 of the shares subject to the option vest in one quarterly installment during 2008.
4. 2,291 of the shares subject to the option vest on the first anniversary of the grant. 1,718 of the shares subject to the option vest in three equal quarterly installments during the remainder of 2005. 2,291 of the shares subject to the option vest in four equal quarterly installments in 2006. 1,680 of the shares subject to the option vest in four equal quarterly installments in 2007.
5. 1,433 of the shares subject to the option are 100% vested on the date of grant.
6. 867 of the shares subject to the option are 100% vested on the date of grant.
7. The shares will vest 100% on the seventh anniversary of the date of grant, or will be subject to accelerated vesting upon achievement of corporate goals to be determined by the compensation committee of the Board of Directors.
8. Granted in exchange for new options surrendered (reported above) pursuant to the Company's stock option exchange program which commenced 10/13/09 and terminated 11/12/2009.
9. The options shall vest according to the following schedule: 10,406 options vested on 11/12/09 and 10,401 options shall vest ratably over the next 8 quarters beginning with the quarter ending December 31, 2009.
/s/ Gerald M. Haines II for William H. Baum 11/16/2009
** 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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