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 *
CAHILL EDWARD L
  2. Issuer Name and Ticker or Trading Symbol
ANIMAS CORP [PUMP]
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 HLM VENTURE PARTNERS, 222 BERKELEY STREET, 21ST FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2006
(Street)

BOSTON, MA 02116
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 02/17/2006   D   225,471 D $ 24.5 (1) 0 I See Footnote (2)
Common Stock 02/17/2006   D   135,282 D $ 24.5 (1) 0 I See Footnote (3)
Common Stock 02/17/2006   D   541,132 D $ 24.5 (1) 0 I See Footnote (4)

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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
Director Stock Option (Right to Buy) $ 9.38 02/17/2006   D     13,334   (5) 01/01/2012 Common Stock 13,334 $ 5.12 0 D  
Director Stock Option (Right to Buy) $ 15 02/17/2006   D     10,668   (6) 12/31/2013 Common Stock 10,668 $ 9.5 0 D  
Director Stock Option (Right to Buy) $ 15 02/17/2006   D     5,917   (7) 05/25/2014 Common Stock 5,917 $ 9.5 0 D  
Director Stock Option (Right to Buy) $ 17.71 02/17/2006   D     11,250   (8) 05/17/2015 Common Stock 11,250 $ 6.79 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CAHILL EDWARD L
C/O HLM VENTURE PARTNERS
222 BERKELEY STREET, 21ST FLOOR
BOSTON, MA 02116
  X      

Signatures

 /s/ Richard A. Baron, Attorney In Fact for Edward L. Cahill   02/17/2006
**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) Pursuant to the terms of the Agreement and Plan of Merger, dated as of December 16, 2005, among Animas Corporation, Johnson & Johnson and Emerald Merger Sub, Inc., a wholly owned subsidiary of Johnson & Johnson (the "Merger Agreement"), each issued and outstanding share of common stock was automatically canceled and was converted into the right to receive a per share amount equal to $24.50 in cash, without interest.
(2) Edward L. Cahill, a director of Animas Corporation, is an affiliate of HLM/CB Fund II, L.P. ("HLMCB"). Mr. Cahill disclaims beneficial ownership of all such securities held by HLMCB, except to the extent of his proportionate pecuniary interests therein.
(3) Edward L. Cahill, a director of Animas Corporation, is an affiliate of HLM Opportunities Fund, L.P. ("HLMOF"). Mr. Cahill disclaims beneficial ownership of all such securities held by HLMOF, except to the extent of his proportionate pecuniary interests therein.
(4) Edward L. Cahill, a director of Animas Corporation, is an affiliate of HLM U/H Fund, L.P. ("HLMUH"). Mr. Cahill disclaims beneficial ownership of all such securities held by HLMUH, except to the extent of his proportionate pecuniary interests therein.
(5) This option, which was fully vested, was canceled pursuant to the terms of the Merger Agreement, in exchange for a cash payment equal to the excess of the $24.50 per share merger consideration over the per share exercise price of the option, multiplied by the number of shares of common stock subject to the option.
(6) This option, which provided for vesting in eight equal quarterly installments commencing on March 31, 2004, was canceled pursuant to the terms of the Merger Agreement, in exchange for a cash payment equal to the excess of the $24.50 per share merger consideration over the per share exercise price of the option, multiplied by the number of shares of common stock subject to the option.
(7) This option, which provided for vesting in four equal quarterly installments commencing on June 30, 2004, was canceled pursuant to the terms of the Merger Agreement, in exchange for a cash payment equal to the excess of the $24.50 per share merger consideration over the per share exercise price of the option, multiplied by the number of shares of common stock subject to the option.
(8) This option, which provided for vesting in four equal quarterly installments commencing on August 17, 2005, was canceled pursuant to the terms of the Merger Agreement, in exchange for a cash payment equal to the excess of the $24.50 per share merger consideration over the per share exercise price of the option, multiplied by the number of shares of common stock subject to the option.

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