| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NeurogesX Inc [ NGSX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/07/2007 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/07/2007 | C | 1,834,421(1) | A | $0 | 2,061,421 | D(2)(3) | |||
| Common Stock | 05/07/2007 | C | 11,004(1) | A | $0 | 11,004 | D(4)(5) | |||
| Common Stock | 05/07/2007 | C | 458,903(1) | A | $0 | 458,903 | D(6)(7) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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 | ||||||||
| Series A Convertible Preferred Stock | (8) | 05/07/2007 | C | 4,772,668 | (9) | (10) | Common Stock | 318,177 | $0 | 0 | D(2)(3) | ||||
| Series B Convertible Preferred Stock | (11) | 05/07/2007 | C | 5,302,986 | (9) | (10) | Common Stock | 353,532 | $0 | 0 | D(2)(3) | ||||
| Series C Convertible Preferred Stock | (12) | 05/07/2007 | C | 9,943,100 | (9) | (10) | Common Stock | 662,873 | $0 | 0 | D(2)(3) | ||||
| Series C2 Convertible Preferred Stock | (13) | 05/07/2007 | C | 7,497,552 | (9) | (10) | Common Stock | 499,839 | $0 | 0 | D(2)(3) | ||||
| Series A Convertible Preferred Stock | (8) | 05/07/2007 | C | 27,312 | (9) | (10) | Common Stock | 1,820 | $0 | 0 | D(4)(5) | ||||
| Series B Convertible Preferred Stock | (11) | 05/07/2007 | C | 30,347 | (9) | (10) | Common Stock | 2,023 | $0 | 0 | D(4)(5) | ||||
| Series C Convertible Preferred Stock | (12) | 05/07/2007 | C | 56,900 | (9) | (10) | Common Stock | 3,793 | $0 | 0 | D(4)(5) | ||||
| Series C2 Convertible Preferred Stock | (13) | 05/07/2007 | C | 50,520 | (9) | (10) | Common Stock | 3,368 | $0 | 0 | D(4)(5) | ||||
| Series B Convertible Preferred Stock | (11) | 05/07/2007 | C | 2,666,667 | (9) | (10) | Common Stock | 177,777 | $0 | 0 | D(6)(7) | ||||
| Series C Convertible Preferred Stock | (12) | 05/07/2007 | C | 2,339,915 | (9) | (10) | Common Stock | 155,994 | $0 | 0 | D(6)(7) | ||||
| Series C2 Convertible Preferred Stock | (13) | 05/07/2007 | C | 1,876,992 | (9) | (10) | Common Stock | 125,132 | $0 | 0 | D(6)(7) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The number of shares of Common Stock reported in column 4 reflects a 1-for-15 reverse stock split of NeurogesX, Inc. ("NeurogesX") Common Stock, effective upon the closing of the initial public offering of NeurogesX and at which time each share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series C2 Convertible Preferred Stock converted into one-fifteenth of a share of common stock. |
| 2. Securities held of record by ARCH Venture Fund V, L.P. ("ARCH V"). ARCH Venture Partners V, L.P. (the "GPLP"), as the sole general partner of ARCH V, may be deemed to beneficially own certain of the shares held of record by ARCH V. The GPLP disclaims beneficial ownership of all shares held of record by ARCH V in which the GPLP does not have an actual pecuniary interest. ARCH Venture Partners V, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by ARCH V. The GPLLC disclaims beneficial ownership of all shares held of record by ARCH V in which it does not have an actual pecuniary interest. |
| 3. Each of Messrs. Crandell, Bybee and Lazarus, as individual Managing Directors of the GPLLC, may be deemed to beneficially own certain of the shares held of record by ARCH V. Each of Messrs. Crandell, Bybee and Lazarus disclaims beneficial ownership of all shares held of record by ARCH V in which he does not have an actual pecuniary interest. |
| 4. Securities held of record by ARCH V Entrepreneurs Fund, L.P. ("Entrepreneurs"). The GPLP, as the sole general partner of Entrepreneurs, may be deemed to beneficially own certain of the shares held of record by Entrepreneurs. The GPLP disclaims beneficial ownership of all shares held of record by Entrepreneurs in which the GPLP does not have an actual pecuniary interest. The GPLLC, as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by Entrepreneurs. The GPLLC disclaims beneficial ownership of all shares held of record by Entrepreneurs in which it does not have an actual pecuniary interest. |
| 5. Each of Messrs. Crandell, Bybee and Lazarus, as individual Managing Directors of the GPLLC, may be deemed to beneficially own certain of the shares held of record by Entrepreneurs. Each of Messrs. Crandell, Bybee and Lazarus disclaims beneficial ownership of all shares held of record by Entrepreneurs in which he does not have an actual pecuniary interest. |
| 6. Securities held of record by Healthcare Focus Fund, L.P. ("Healthcare"). The GPLP, as the sole general partner of Healthcare, may be deemed to beneficially own certain of the shares held of record by Healthcare. The GPLP disclaims beneficial ownership of all shares held of record by Healthcare in which the GPLP does not have an actual pecuniary interest. The GPLLC, as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by Healthcare. The GPLLC disclaims beneficial ownership of all shares held of record by Healthcare in which it does not have an actual pecuniary interest. |
| 7. Each of Messrs. Crandell, Bybee and Lazarus, as individual Managing Directors of the GPLLC, may be deemed to beneficially own certain of the shares held of record by Healthcare. Each of Messrs. Crandell, Bybee and Lazarus disclaims beneficial ownership of all shares held of record by Healthcare in which he does not have an actual pecuniary interest. |
| 8. Upon the closing of the initial public offering of NuerogesX, each share of Series A Convertible Preferred Stock automatically converted into one-fifteenth of a share Common Stock for no consideration. |
| 9. These securities were convertible at any time into Common Stock of NeurogesX. |
| 10. These securities are preferred stock and did not have an expiration date. These securities automatically converted into shares of NeurogesX Common Stock upon the May 7, 2007 closing of NeurogesX's initial public offering. |
| 11. Upon the closing of the initial public offering of NeurogesX, each share of Series B Convertible Preferred Stock automatically converted into one-fifteenth of a share Common Stock for no consideration. |
| 12. Upon the closing of the initial public offering of NeurogesX, each share of Series C Convertible Preferred Stock automatically converted into one-fifteenth of a share Common Stock for no consideration. |
| 13. Upon the closing of the initial public offering of NeurogesX, each share of Series C2 Convertible Preferred Stock automatically converted into one-fifteenth of a share Common Stock for no consideration. |
| Remarks: |
| /s/ Keith Crandell, as Managing Director of the general partner of the general partner of ARCH Venture Fund V, L.P. | 05/08/2007 | |
| /s/ Keith Crandell, as Managing Director of the general partner of the general partner of ARCH V Entrepreneurs Fund, L.P. | 05/08/2007 | |
| /s/ Keith Crandell, as Managing Director of the general partner of the general partner of Healthcare Focus Fund, L.P. | 05/08/2007 | |
| /s/ Keith Crandell, as Managing Director of the general partner of ARCH Venture Partners V, L.P. | 05/08/2007 | |
| /s/ Keith Crandell, as Managing Director of ARCH Venture Partners V, LLC | 05/08/2007 | |
| /s/ Keith Crandell | 05/08/2007 | |
| /s/ Clinton Bybee | 05/08/2007 | |
| /s/ Steven Lazarus | 05/08/2007 | |
| ** 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 Number. | ||