SEC FORM 4

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

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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^*

J P MORGAN PARTNERS SBIC LLC

(Last)

(First)

(Middle)

J.P. MORGAN PARTNERS

1221 AVENUE OF THE AMERICAS 40TH FLOOR

(Street)

NEW YORK

10020

(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)

Director	X	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)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/18/2004		C		3,680,369	A	$0	3,680,369	D
Common Stock	02/18/2004		C		492,559	A	$0	492,559	I	See footnote⁽¹⁾
Common Stock	02/18/2004		C		71,296	A	$0	71,296	I	See footnote⁽²⁾
Common Stock	02/18/2004		C		248,680	A	$0	248,680	I	See footnote⁽³⁾
Common Stock	02/18/2004		C		27,759	A	$0	27,759	I	See footnote⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)	$1.2							⁽⁵⁾	12/03/2012	Common Stock	40,000		40,000	I	See footnote⁽⁵⁾
Series B-1 Preferred Stock	⁽⁶⁾	02/18/2004		C			694,444	02/11/2004	⁽⁷⁾	Common Stock	694,444	$0	0	D
Series C Preferred Stock	⁽⁶⁾	02/18/2004		C			2,985,925	02/11/2004	⁽⁷⁾	Common Stock	2,985,925	$0	0	D
Series C Preferred Stock	⁽⁶⁾	02/18/2004		C			492,559	02/11/2004	⁽⁷⁾	Common Stock	492,559	$0	0	I	See footnote⁽¹⁾
Series C Preferred Stock	⁽⁶⁾	02/18/2004		C			71,296	02/11/2004	⁽⁷⁾	Common Stock	71,296	$0	0	I	See footnote⁽²⁾
Series C Preferred Stock	⁽⁶⁾	02/18/2004		C			248,680	02/11/2004	⁽⁷⁾	Common Stock	248,680	$0	0	I	See footnote⁽³⁾
Series C Preferred Stock	⁽⁶⁾	02/18/2004		C			27,759	02/11/2004	⁽⁷⁾	Common Stock	27,759	$0	0	I	See footnote⁽⁴⁾
Series C Preferred Stock Warrant (right to buy)	$7.4	02/18/2004		X			362,267	02/11/2004	⁽⁸⁾	Series C Preferred Stock	194,718	$0	0	D
Series C Preferred Stock Warrant (right to buy)	$7.4	02/18/2004		X			54,802	02/11/2004	⁽⁸⁾	Series C Preferred Stock	29,456	$0	0	I	See footnote⁽¹⁾
Series C Preferred Stock Warrant (right to buy)	$7.4	02/18/2004		X			8,420	02/11/2004	⁽⁸⁾	Series C Preferred Stock	4,525	$0	0	I	See footnote⁽²⁾
Series C Preferred Stock Warrant (right to buy)	$7.4	02/18/2004		X			27,513	02/11/2004	⁽⁸⁾	Series C Preferred Stock	14,788	$0	0	I	See footnote⁽³⁾
Series C Preferred Stock Warrant (right to buy)	$7.4	02/18/2004		X			3,076	02/11/2004	⁽⁸⁾	Series C Preferred Stock	1,653	$0	0	I	See footnote⁽⁴⁾
Series C Preferred Stock	⁽⁶⁾	02/18/2004		X		194,718		02/11/2004	⁽⁷⁾	Common Stock	194,718	$0	0	D
Series C Preferred Stock	⁽⁶⁾	02/18/2004		X		29,456		02/11/2004	⁽⁷⁾	Common Stock	29,456	$0	0	I	See footnote⁽¹⁾
Series C Preferred Stock	⁽⁶⁾	02/18/2004		X		4,525		02/11/2004	⁽⁷⁾	Common Stock	4,525	$0	0	I	See footnote⁽²⁾
Series C Preferred Stock	⁽⁶⁾	02/18/2004		X		14,788		02/11/2004	⁽⁷⁾	Common Stock	14,788	$0	0	I	See footnote⁽³⁾
Series C Preferred Stock	⁽⁶⁾	02/18/2004		X		1,653		02/11/2004	⁽⁷⁾	Common Stock	1,653	$0	0	I	See footnote⁽⁴⁾

1. Name and Address of Reporting Person^*

J P MORGAN PARTNERS SBIC LLC

(Last)

(First)

(Middle)

J.P. MORGAN PARTNERS

1221 AVENUE OF THE AMERICAS 40TH FLOOR

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

JP MORGAN PARTNERS BHCA LP

(Last)

(First)

(Middle)

J.P. MORGAN PARTNERS

1221 AVENUE OF THE AMERICAS 40TH FLOOR

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

JPMP MASTER FUND MANAGER L P

(Last)

(First)

(Middle)

JP MORGAN PARTNERS LLC

1221 AVENUE OF THE AMERICAS 40TH FLOOR

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

JPMP CAPITAL CORP

(Last)

(First)

(Middle)

C/O J.P. MORGAN PARTNERS, LLC

1221 AVENUE OF THE AMERICAS 40TH FLOOR

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

J P MORGAN CHASE & CO

(Last)

(First)

(Middle)

270 PARK AVE

39TH FL

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

JP MORGAN PARTNERS GLOBAL INVESTORS LP

(Last)

(First)

(Middle)

1221 AVENUE OF THE AMERICAS

40TH FLOOR

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

J P MORGAN PARTNERS GLOBAL INVESTORS A LP

(Last)

(First)

(Middle)

1221 AVENUE OF THE AMERICAS

40TH FLOOR

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

J P MORGAN PARTNERS GLOBAL INVESTORS CAYMAN LP

(Last)

(First)

(Middle)

C/O J P MORGAN PARTNERS

1221 AVENUE OF THE AMERICAS 40TH FL

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

J P MORGAN PARTNERS GLOBAL INVESTORS CAYMAN II LP

(Last)

(First)

(Middle)

C/O J P MORGAN PARTNERS

1221 AVENUE OF THE AMERICAS 40TH FL

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors, L.P.

2. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors A, L.P.

3. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman), L.P. ("Cayman").

4. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman) II, L.P. ("Cayman II").

5. These options were granted to Rodney A. Ferguson, a director of the Issuer. Mr. Ferguson is a Managing Director of J.P. Morgan Partners ("SBIC"), LLC ("JPM SBIC"). Mr. Ferguson is obligated to transfer any shares issued under the option to JPM SBIC. The option is immediately exercisable. Shares subject to the option vest monthly over 48 months.

6. These shares are convertible on a one for one basis.

7. The Series B-1 and Series C Preferred Stock is immediately exercisable. It has no expiration date. Upon the close of the Issuer's initial public offering, these shares were automatically converted into Common Stock of the Issuer.

8. The Series C Preferred Stock Warrant was net exercised in connection with the close of the Issuer's initial public offering.

	Rodney A. Ferguson	02/20/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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