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*
ROME JERALD K

(Last) (First) (Middle)
C/O PRO-PHARMACEUTICALS, INC.
189 WELLS AVENUE, SUITE 200

(Street)
NEWTON MA 02459

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PRO PHARMACEUTICALS INC [ PRW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/08/2005
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 02/08/2005 P 3,000 A $2.55 100,344 D
Common Stock 02/09/2005 P 7,000 A $2.55 107,344 D
Common Stock 02/09/2005 P 5,700 A $2.56 113,044 D
Common Stock 02/09/2005 P 2,200 A $2.6 115,244 D
Common Stock 02/09/2005 P 2,100 A $2.61 117,344 D
Common Stock 42,000 I By Grand-children
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:
/s/ Maureen Foley, Attorney-in-fact for Jerald K. Rome 02/09/2005
** 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).
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 Number.
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                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints DAVID PLATT, PH.D., and MAUREEN FOLEY, and each of them, his true
and lawful attorneys-in-fact and agents with full power to sign for him and in
his name, place and stead, in any and all capacities, any report required to be
filed by the undersigned with the Securities and Exchange Commission pursuant to
Section 16(a) of the Securities Exchange Act of 1934 (and any successor or
alternate provisions thereto) concerning changes in beneficial ownership of
securities of Pro-Pharmaceuticals, Inc. (on Form 4 or any other such form or
forms as may be designated by the Securities and Exchange Commission for such
purpose) and any and all amendments thereto and any and all exhibits and other
documents necessary or incidental in connection therewith, and to file the same
with the Securities and Exchange Commission, hereby granting to said
attorneys-in-fact and agents, and each of them, full power of substitution and
revocation in the premises, and generally to do and perform each and every act
and thing which they, or any of them, may deem necessary or advisable to
facilitate compliance by the undersigned with the provisions of said Section
16(a) of the Securities Exchange Act of 1934 (and any successor or alternate
provisions thereto), and all regulations of the Securities and Exchange
Commission thereunder, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or any substitute or substitutes
for any or all of them, may do or cause to be done by virtue of these presents.

         IN WITNESS WHEREOF, the undersigned has hereunto executed this Power of
Attorney this 1st day of September, 2004.


                                                              /s/Jerald Rome
                                                              ------------------
                                                              Jerald Rome