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
                                                                                  
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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 *

Athyrium Opportunities Fund (A) LP 		2. Issuer Name and Ticker or Trading Symbol

VERENIUM CORP [ VRNM ] 		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)

605 THIRD AVENUE, 22ND FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/22/2013
(Street)

NEW YORK, NY 10158
(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)
Code V Amount (A) or (D) Price
Common Stock   10/22/2013     X (1)    2935568   A $2.49   2935568   (2) (3) 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
Common Stock Warrants (right to buy)   $2.49   10/22/2013     X   (1)       2935568    12/7/2012   12/7/2019   Common Stock   2935568   $0   0   D    

Explanation of Responses:
( 1)  On October 22, 2013, Athyrium Opportunities Fund (A) LP ("Fund A") and Athyrium Opportunities Fund (B) LP ("Fund B" and, together with Fund A, the "Funds") exercised warrants to purchase 1,890,298 and 1,045,270 shares of common stock of the Issuer, respectively, by paying the exercise price of $2.49 per share in cash in accordance with the terms of the warrant agreements.
( 2)  This amount represents (i) 1,890,298 shares of common stock of the Issuer held by Fund A and (ii) 1,045,270 shares of common stock of the Issuer held by Fund B. These securities may be deemed to be beneficially owned by (a) Athyrium Opportunities Associates LP ("Associates LP"), the general partner of the Funds, (b) Athyrium Opportunities Associates GP LLC ("Associates GP"), the general partner of Associates LP, (c) Athyrium Capital Management, LLC ("ACM"), a member of Associates GP and an investment adviser to Opportunities Advisers (as defined below), (d) Jeffrey A. Ferrell, the Managing Partner of ACM, (e) Athyrium Opportunities Advisers LLC ("Opportunities Advisers"), an investment adviser to Associates GP, [continued in FN 3]
( 3)  [continued from FN 2] - (f) NB Alternatives Advisers LLC ("Alternatives Advisers"), the sole member of Opportunities Advisers, (g) NB Alternatives GP Holdings LLC ("Alternatives GP"), a member of Associates GP, (h) NB Alternatives Holdings LLC ("Alternatives Holdings"), the sole member of Alternatives GP and a member of Alternatives Advisers, (i) Neuberger Berman AA LLC ("NB AA"), a member of Alternatives Holdings and of Alternatives Advisers, and (j) Neuberger Berman Group LLC, a member of Alternatives Holdings and the sole member of NB AA. Each such entity or person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that such entity or person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Athyrium Opportunities Fund (A) LP
605 THIRD AVENUE, 22ND FLOOR
NEW YORK, NY 10158
X

Athyrium Opportunities Fund (B) LP
605 THIRD AVENUE, 22ND FLOOR
NEW YORK, NY 10158
X


Signatures
/s/ Christian Neira, Authorized Signatory 10/24/2013
** 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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