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 *
Moorin Jay
   2. Issuer Name and Ticker or Trading Symbol
NOVADEL PHARMA INC [NVD] 		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)
C/O PROQUEST INVESTMENTS, 90 NASSAU STREET, 5TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
10/17/2008
(Street)

PRINCETON, NJ 08542-4520		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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               6,267,570 I See (1)

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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
Warrants to Purchase Common Stock $ 1.3             11/25/2005 05/26/2010 Common Stock 1,615,597   1,615,597 I See (2)
Warrants to Purchase Common Stock $ 1.6             10/12/2006 04/12/2011 Common Stock 206,899   206,899 I See (3)
Warrants to Purchase Common Stock $ 1.7             12/27/2006 12/27/2011 Common Stock 384,774   384,774 I See (4)
10% Secured Convertible Notes $ 0.295             05/30/2008   (5) Common Stock 5,000,000   5,000,000 I See footnote (5)
Warrants to Purchase Common Stock $ 0.369             12/01/2008 05/30/2013 Common Stock 3,000,000   3,000,000 I See footnote (6)
10% Secured Convertible Notes $ 0.235 10/17/2008   P   10,744,681   10/17/2008   (7) Common Stock 10,744,681 (7) 10,744,681 I See footnote (8)
Warrants to Purchase Common Stock $ 0.294 10/17/2008   P   6,446,809   04/17/2009 10/17/2013 Common Stock 6,446,809 (7) 6,446,809 I See footnote (9)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Moorin Jay
C/O PROQUEST INVESTMENTS
90 NASSAU STREET, 5TH FLOOR
PRINCETON, NJ 08542-4520		     X    
SCHREIBER ALAIN
C/O PROQUEST INVESTMENTS
90 NASSAU STREET, 5TH FLOOR
PRINCETON, NJ 08542-4520		     X    
ProQuest Investments III, L.P.
90 NASSAU STREET, 5TH FLOOR
PRINCETON, NJ 08542-4520		   X   X    
ProQuest Associates III LLC
90 NASSAU STREET, 5TH FLOOR
PRINCETON, NJ 08542-4520		     X    

Signatures

 /s/ Pasquale De Angelis as Attorney-in-Fact   12/23/2008
**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) Of such shares: 4,974,426 are owned by ProQuest Investments III, L.P. ("Investments III"), of which ProQuest Associates III LLC ("Associates III") is the general partner; 1,262,747 are owned by ProQuest Investments II, L.P. ("Investments II"), of which ProQuest Associates II LLC ("Associates II") is the general partner; and 30,397 are owned by ProQuest Investments II Advisors Fund, L.P. ("Advisors"), of which Associates II is the general partner. Jay Moorin and Alain Schreiber are managing members of Associates III and Associates II. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities.
(2) Of such warrants: 1,282,264 are owned by Investments III; 325,500 are owned by Investments II; and 7,833 are owned by Advisors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities.
(3) Of such warrants: 164,210 are owned by Investments III; 41,684 are owned by Investments II; and 1,005 are owned by Advisors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities.
(4) Of such warrants: 305,388 are owned by Investments III; 77,520 are owned by Investments II; and 1,866 are owned by Advisors. Each of the reporting persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities.
(5) The principal and accrued interest under the convertible notes will become due and payable upon the earlier of (i) demand by the holder on or after November 26, 2008 or (ii) any Change of Control, as defined in the convertible notes. Of such convertible notes: 3,968,384 are owned by Investments III; 1,007,365 are owned by Investments II; and 24,251 are owned by Advisors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities.
(6) Of such warrants: 2,381,030 are owned by Investments III; 604,419 are owned by Investments II; and 14,551 are owned by Advisors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities.
(7) The principal and accrued interest under the convertible notes will become due and payable upon the earlier of (i) demand by the holder on or after April 15, 2009 or (ii) any Change of Control, as defined in the convertible notes. The Reporting Persons paid an aggregate of $2,525,000 for the convertible notes and warrants together as reported on this Form 4.
(8) Of such convertible notes: 8,527,803 are owned by Investments III; 2,164,764 are owned by Investments II; and 52,114 are owned by Advisors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities.
(9) Of such warrants: 5,116,683 are owned by Investments III; 1,298,858 are owned by Investments II; and 31,268 are owned by Advisors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities.

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