SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* BUHLER FRITZ R (Last) (First) (Middle) C/O BEAR STEARNS HEALTH INNOVENTURES 383 MADISON AVENUE, 28TH FLOOR (Street) NEW YORK NY 10179 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CORGENTECH INC [ CGTK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/18/2004
	4. 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 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	02/18/2004	02/18/2004	C		1,041,364	A	$0	1,041,364	I	By BX, L.P.(1)
Common Stock	02/18/2004	02/18/2004	C		262,061	A	$0	262,061	I	By Bear Stearns Health Innoventures, L.P.(2)
Common Stock	02/18/2004	02/18/2004	C		215,587	A	$0	215,587	I	By Bear Stearns Health Innoventures Offshore, L.P.(3)
Common Stock	02/18/2004	02/18/2004	C		169,993	A	$0	169,993	I	By Bear Stearns Health Innoventures Employee Fund, L.P.(4)
Common Stock	02/18/2004	02/18/2004	C		121,799	A	$0	121,799	I	By BSHI Members, L.L.C.(5)

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 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 C Preferred Stock Warrant (right to buy)	$7.4	02/18/2004	02/18/2004	X			69,942	02/11/2004	02/18/2004	Series C Preferred Stock	69,942	$0	0	I	By BX, L.P.(1)
Series C Preferred Stock	$0	02/18/2004	02/18/2004	X		69,942		02/11/2004	(6)	Common Stock	69,942	$0	0	I	By BX, L.P.(1)
Series C Preferred Stock Warrant (right to buy)	$7.4	02/18/2004	02/18/2004	X			17,600	02/11/2004	02/18/2004	Series C Preferred Stock	17,600	$0	0	I	By Bear Stearns Health Innoventures, L.P.(2)
Series C Preferred Stock	$0	02/18/2004	02/18/2004	X		17,600		02/11/2004	(6)	Common Stock	17,600	$0	0	I	By Bear Stearns Health Innoventures, L.P.(2)
Series C Preferred Stock Warrant (right to buy)	$7.4	02/18/2004	02/18/2004	X			14,479	02/11/2004	02/18/2004	Series C Preferred Stock	14,479	$0	0	I	By Bear Stearns Health Innoventures Offshore, L.P.(3)
Series C Preferred Stock	$0	02/18/2004	02/18/2004	X		14,479		02/11/2004	(6)	Common Stock	14,479	$0	0	I	By Bear Stearns Health Innoventures Offshore, L.P.(3)
Series C Preferred Stock Warrant (right to buy)	$7.4	02/18/2004	02/18/2004	X			11,417	02/11/2004	02/18/2004	Series C Preferred Stock	11,417	$0	0	I	By Bear Stearns Health Innoventures Employee Fund, L.P.(4)
Series C Preferred Stock	$0	02/18/2004	02/18/2004	X		11,417		02/11/2004	(6)	Common Stock	11,417	$0	0	I	By Bear Stearns Health Innoventures Employee Fund, L.P.(4)
Series C Preferred Stock Warrant (right to buy)	$7.4	02/18/2004	02/18/2004	X			8,180	02/11/2004	02/18/2004	Series C Preferred Stock	8,180	$0	0	I	By BSHI Members, L.L.C.(5)
Series C Preferred Stock	$0	02/18/2004	02/18/2004	X		8,180		02/11/2004	(6)	Common Stock	8,180	$0	0	I	By BSHI Members, L.L.C.(5)
Series C Preferred Stock	$0	02/18/2004	02/18/2004	C			1,041,364	02/11/2004	(6)	Common Stock	1,041,364	$0	0	I	By BX, L.P.(1)
Series C Preferred Stock	$0	02/18/2004	02/18/2004	C			262,061	02/11/2004	(6)	Common Stock	262,061	$0	0	I	By Bear Stearns Health Innoventures, L.P.(2)
Series C Preferred Stock	$0	02/18/2004	02/18/2004	C			215,587	02/11/2004	(6)	Common Stock	215,587	$0	0	I	By Bear Stearns Health Innoventures Offshore, L.P.(3)
Series C Preferred Stock	$0	02/18/2004	02/18/2004	C			169,993	02/11/2004	(6)	Common Stock	169,993	$0	0	I	By Bear Stearns Health Innoventures Employee Fund, L.P.(4)
Series C Preferred Stock	$0	02/18/2004	02/18/2004	C			121,799	02/11/2004	(6)	Common Stock	121,799	$0	0	I	By BSHI Members, L.L.C.(5)

Explanation of Responses:

1. The shares are owned by BX, L.P. ("BX"). The general partner of BX is Bear Stearns Health Innoventures Management, LLC ("BSHIM"). The Reporting Person is a member of BSHIM. He disclaims beneficial ownership of the shares held by BX, except to the extent of his pecuniary interest therein.

2. The shares owned by Bear Stearns Health Innoventures, L.P. ("BSHI"). The general partner of BSHI is BSHIM. The Reporting Person is a member of BSHIM. He disclaims beneficial ownership of the shares held by BSHI, except to the extent of his pecuniary interest therein.

3. The shares owned by Bear Stearns Health Innoventures Offshore, L.P. ("BSHIO"). The general partner of BSHIO is BSHIM. The Reporting Person is a member of BSHIM. He disclaims beneficial ownership of the shares held by BSHIO, except to the extent of his pecuniary interest therein.

4. The shares owned by Bear Stearns Health Innoventures Employee Fund, L.P. ("BSHIEF"). The general partner of BSHIEF is BSHIM. The Reporting Person is a member of BSHIM. He disclaims beneficial ownership of the shares held by BSHIEF, except to the extent of his pecuniary interest therein.

5. The shares owned by BSHI Members, L.L.C. ("BSHI Members"). The general partner of BSHI Members is BSHIM. The Reporting Person is a member of BSHIM. He disclaims beneficial ownership of the shares held by BSHI Members, except to the extent of his pecuniary interest therein.

6. The Issuer's preferred stock automatically converted into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering.

	/s/ Fritz R. Buhler	02/18/2004
	** 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).
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