FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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. Date of Event Requiring Statement (MM/DD/YYYY)
10/16/2013 

3. Issuer Name and Ticker or Trading Symbol

VERENIUM CORP [VRNM]

(Last)        (First)        (Middle)

605 THIRD AVENUE, 22ND FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

NEW YORK, NY 10158       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrants (right to buy)   (1) 12/7/2012   12/7/2019   Common Stock   2935568   (2) (3) $2.49   D    

Explanation of Responses:
( 1)  The warrants include restrictions that limit the percentage ownership of outstanding common stock of the Issuer by Athyrium Opportunities Fund (A) LP ("Fund A") and Athyrium Opportunities Fund (B) LP ("Fund B" and, together with Fund A, the "Funds") immediately following an exercise of the warrants at any given time to 4.99% or, upon not less than 61 days advance notice by the Funds, 9.99%. On October 16, 2013, in light of the Offer to Purchase, dated October 2, 2013, as filed with the Securities and Exchange Commission on such date, by Pastinaca Acquisition Inc., a wholly-owned subsidiary of BASF Corporation, and such offer's impact on the warrants, the Issuer and the Funds entered into a waiver agreement pursuant to which the foregoing restrictions were waived from that date until the earliest of the consummation, termination or abandonment of the Offer to Purchase.
( 2)  This amount represents (i) warrants to purchase 1,890,298 shares of common stock of the Issuer held by Fund A and (ii) a warrant to purchase 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 5(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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