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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Lotz Mark W

(Last) (First) (Middle)
4350 LA JOLLA VILLAGE DRIVE, SUITE 950

(Street)
SAN DIEGO, CA 92122

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/28/2005
3. Issuer Name and Ticker or Trading Symbol
MEDICINOVA INC [ 4875 OSE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
V.P., Regulatory Affairs
5. 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 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 Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: 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
Stock Option (right to buy) (1) 02/01/2014 Common Stock 72,000 1 D
Stock Option (right to buy) (1) 05/31/2014 Common Stock 48,000 1 D
Explanation of Responses:
1. The option shall vest as follows: (i) 25% of the shares underlying the option shall vest and became exercisable on the first anniversary of the grant date and (ii) the remaining 75% of the shares underlying the option shall vest and become exercisable monthly thereafter.
Remarks:
Exhibit List: ----------------- Exhibit 24.1 - Power of Attorney
/s/ Takashi Kiyoizumi, as attorney-in-fact 01/28/2005
** 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 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 Number.
                                                                    EXHIBIT 24.1


                                POWER OF ATTORNEY

         Know all by these presents, that the undersigned hereby constitutes and
appoints Takashi Kiyoizumi the undersigned's true and lawful attorney-in-fact
to:

(1)      execute for and on behalf of the undersigned, in the undersigned's
         capacity as an officer, director and/or more than 10% stockholder of
         MediciNova, Inc. (the "Company"), Forms 3, 4 and 5 (including
         amendments thereto) with respect to securities of the Company) in
         accordance with section 16(a) of the Securities Exchange Act of 1934
         and the rules thereunder;

(2)      do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete and execute any such
         Form 3, 4 or 5 (or amendments thereto), and timely file such form with
         the United States Securities and Exchange Commission and any stock
         exchange or similar authority; and

(3)      take any other action of any type whatsoever in connection with the
         foregoing which, in the opinion of such attorney-in-fact, may be of
         benefit to, in the best interest of, or legally required by, the
         undersigned, in connection with filing such Form 3, 4 or 5, it being
         understood that the documents executed by such attorney-in-fact on
         behalf of the undersigned pursuant to this Power of Attorney shall be
         in such form and shall contain such terms and conditions as such
         attorney-in-fact may approve in such attorney-in-fact's discretion.

         The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact shall lawfully do
or cause to be done by virtue of this power of attorney and the rights and
powers herein granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with section 16 of the Securities Exchange Act of
1934, and that this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act. The undersigned further acknowledges that this Power of Attorney
authorizes, but does not require, the attorney-in-fact to act in his discretion
on information provided to him without independent verification of such
information.

         This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 28th day of January, 2005.


                                                     /s/ Mark Lotz
                                                     -------------
                                                     Signature

                                                     Mark Lotz
                                                     -------------
                                                     Print Name