- Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* EGI-MBRK, L.L.C.	2. Issuer Name and Ticker or Trading Symbol MiddleBrook Pharmaceuticals, Inc. [ MBRK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) TWO NORTH RIVERSIDE PLAZA, SUITE 600	3. Date of Earliest Transaction (MM/DD/YYYY) 12/17/2009
(Street) CHICAGO, IL 60606 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/17/2009		P		2000000	A	$0.415	32303030	D ⁽¹⁾

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

( 1)

The Common Stock reported herein is owned directly by EGI-MBRK, L.L.C. ('Holder"), and indirectly by (a) EGI-Fund (08-10) Investors, L.L.C. ("08-10"), which is the managing member of Holder; (b) SZ Investments, L.L.C. ("SZI"), which is the managing member of Fund 08-10; and (c) Chai Trust Company, LLC ("Trustee"), which is the trustee of the trusts (the "Trusts") which indirectly own SZI. The Trusts were established for the benefit of Samuel Zell and members of his family. Samuel Zell is neither an officer nor a director of the Trustee.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
EGI-MBRK, L.L.C. TWO NORTH RIVERSIDE PLAZA, SUITE 600 CHICAGO, IL 60606		X
EGI-Fund (08-10) Investors, L.L.C. TWO NORTH RIVERSIDE PLAZA, SUITE 600 CHICAGO, IL 60606		X
SZ INVESTMENTS LLC TWO NORTH RIVERSIDE PLAZA, SUITE 600 CHICAGO, IL 60606		X
CHAI TRUST CO LLC TWO NORTH RIVERSIDE PLAZA, SUITE 600 CHICAGO, IL 60606		X

Signatures
EGI-MBRK, L.L.C., By: /s/ Philip G. Tinkler, Vice President		12/18/2009
^** Signature of Reporting Person		Date
EGI-FUND (08-10) INVESTORS, LLC, By: /s/ Philip G. Tinkler, Vice President		12/18/2009
^** Signature of Reporting Person		Date
SZ INVESTMENTS, L.L.C., By /s/ Philip G. Tinkler, Vice President		12/18/2009
^** Signature of Reporting Person		Date
CHAI TRUST COMPANY, LLC, By: /s/ James G. Bunegar, Vice President		12/18/2009
^** 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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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