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 *
OSS CAPITAL MANAGEMENT
   2. Issuer Name and Ticker or Trading Symbol
NOVEN PHARMACEUTICALS INC [NOVN] 		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)
598 MADISON AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
02/19/2009
(Street)

NEW YORK, NY 10022		 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 ($.0001 par value) 02/19/2009   S   7,000 D $ 9.65 2,736,795 I See Footnote (1) (2) (3) (4)
Common Stock ($.0001 par value) 02/20/2009   S   5,398 D $ 9.65 2,731,397 I See Footnote (1) (2) (3) (4)

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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
OSS CAPITAL MANAGEMENT
598 MADISON AVENUE
NEW YORK, NY 10022		     X    
Schafer Brother LLC
598 MADISON AVENUE
NEW YORK, NY 10022		     X    
SCHAFER OSCAR
598 MADISON AVENUE
NEW YORK, NY 10022		     X    
Goffe Andrew J.
598 MADISON AVENUE
NEW YORK, NY 10022		     X    

Signatures

 /s/ Oscar S. Schafer, Senior Managing Member of Schafer Brothers LLC, the general partner of O.S.S. Capital Management L.P.   02/23/2009
**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) This Form 4 is being filed to report that O.S.S. Capital Management LP, a Delaware limited partnership (the "Investment Manager"), Schafer Brothers LLC, a Delaware limited liability company ("SB LLC"), Mr. Oscar S. Schafer ("Mr. Schafer") and Mr. Andrew Goffe ("Mr. Goffe", collectively with the Investment Manager, SB LLC and Mr. Shafer, the "Reporting Persons") have sold 27,000 shares of Noven Pharmaceuticals Inc. common stock.
(2) The Reporting Persons have investment discretion with respect to securities held by a Cayman Islands exempted company and two Delaware limited partnerships as more fully described in the Form 3 filed on July 16, 2007 (Accession Number: 0000902664-07-002296), the Form 4 filed on August 8, 2007 (Accession Number: 0000902664-07-002474), the Form 4 filed on August 14, 2007 (Accession Number 0000902664-07-002630), the Form 4 filed on September 12, 2007 (Accession Number 0000902664-07-002795), the Form 4 filed on September 14, 2007 (Accession Number 0000902664-07-002815), the Form 4 filed on September 17, 2007 (Accession Number 0000902664-07-002830), the Form 4 filed on October 2, 2007 (Accession Number 0000902664-07-002925), the Form 4 filed on March 17, 2008 (Accession Number: 0000902664-08-001576), the Form 4 filed on March 31, 2008 (Accession Number 0000902664-08-001729), the Form 4 filed on October 31, 2008 (Accession Number: 0000902664-08-003101).
(3) (Footnote 2 cont'd) the Form 4 filed on December 29, 2008 (Accession Number: 0000902664-08-003465), the Form 4 filed on December 31, 2008 (Accession Number: 0000902664-08-003494), the Form 4 filed on January 5, 2009 (Accession Number: 0000902664-09-000011), the Form 4 filed on January 7, 2009 (Accession Number: 0000902664-09-000023), the Form 4 filed on January 9, 2009 (Accession Number: 0000902664-09-000039), the Form 4 filed on January 13, 2009 (Accession Number: 0000902664-09-000050), the Form 4 filed on January 21, 2009 (Accession Number: 0000902664-09-000134), the Form 4 filed on January 29, 2009 (Accession Number: 0000902664-09-000233), the Form 4 filed on February 2, 2009 (Accession Number: 0000902664-09-000284), the Form 4 filed on February 17, 2009 (Accession Number: 0000902664-09-000924) and the Form 4 filed on February 19, 2009 (Accession Number: 0000902664-09-001041).
(4) Each of the Reporting Persons may be deemed to beneficially own 2,731,397 shares of common stock, which represent, together, approximately 11.0% of the outstanding shares of common stock. Each of the Reporting Persons disclaims beneficial ownership of the securities included in this report and this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of such person's pecuniary interest therein.

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