FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CAVANAUGH JAMES H
2. Issuer Name and Ticker or Trading Symbol

VERENIUM CORP [ VRNM ]
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)

265 HOTHORPE LANE
3. Date of Earliest Transaction (MM/DD/YYYY)

10/31/2013
(Street)

VILLANOVA, PA 19085
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   10/31/2013     D    187305   D $4.00   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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)   $2.14   10/31/2013     D         6000      (2)   (2) Common Stock   6000   $0.00   0   D    
Stock Option (Right to Buy)   $2.29   10/31/2013     D         6000      (2)   (2) Common Stock   6000   $0.00   0   D    
Stock Option (Right to Buy)   $3.00   10/31/2013     D         2313      (2)   (2) Common Stock   2313   $0.00   0   D    
Stock Option (Right to Buy)   $3.05   10/31/2013     D         603      (2)   (2) Common Stock   603   $0.00   0   D    
Stock Option (Right to Buy)   $3.42   10/31/2013     D         6000      (2)   (2) Common Stock   6000   $0.00   0   D    
Stock Option (Right to Buy)   $3.85   10/31/2013     D         16084      (2)   (2) Common Stock   16084   $0.00   0   D    

Explanation of Responses:
( 1)  Pursuant to the terms of that certain Agreement and Plan of Merger, dated as of September 19, 2013, by and among the Issuer, BASF Corporation and Pastinaca Acquisition Inc. (the "Merger Agreement") and the Offer (as defined in the Merger Agreement), each share of the Issuer's common stock was validly tendered for $4.00 per share in cash, subject to any required withholding of taxes.
( 2)  Pursuant to the terms of the Merger Agreement, each stock option held by the Reporting Person that was outstanding and unexercised as of the Purchase Time (as defined in the Merger Agreement), whether or not vested, was cancelled and converted into the right to receive $4.00 per share (minus the exercise price of the option) in cash, subject to any required withholding of taxes.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CAVANAUGH JAMES H
265 HOTHORPE LANE
VILLANOVA, PA 19085
X



Signatures
/s/Jeffrey Steinberg, Attorney-in-Fact for James H. Cavanaugh 11/4/2013
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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