SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

APAX MANAGERS INC

(Last)

(First)

(Middle)

153 EAST 53RD STREET, 53RD FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2006

3. Issuer Name and Ticker or Trading Symbol
AFFYMAX INC [ AFFY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	79,998	I	See FN⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant (Right to Buy)	⁽²⁾	⁽²⁾	Common Stock	91,943⁽³⁾	$17	I	See FN⁽³⁾
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	442,587⁽⁵⁾	⁽⁶⁾	I	See FN⁽⁵⁾
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	475,480⁽⁷⁾	⁽⁸⁾	I	See FN⁽⁷⁾
Series D Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	240,803⁽⁹⁾	⁽¹⁰⁾	I	See FN⁽⁹⁾

Explanation of Responses:

1. The shares are owned directly as follows: 70,131 by Apax Excelsior VI, LP ("Excelsior VI"), 4,711 by Apax Excelsior VI-A, CV ("VI-A"), 3,138 by Apax Excelsior VI-B, CV ("VI-B") and 2,018 by Patricof Private Investment Club III, L.P. ("Patricof"). Apax Excelsior VI Partners LP is the general partner of Excelsior VI, VI-A, VI-B and Patricof. The Reporting Person is the general partner of Excelsior VI Partners LP and disclaims benefial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

2. Immediately exercisable. The warrants shall expire upon the closing of the Issuer's initial public offering.

3. The warrants are held as follows: 78,502 by Excelsior VI, 6,417 by VI-A, 4,275 by VI-B and 2,749 by Patricof. The Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

4. These securities are preferred stock of the Issuer and do not have an expiration date. These securities will automatically convert into shares of common stock upon the closing of the Issuer's initial public offering.

5. The shares, on a post-conversion basis, are held as follows: 377,882 by Excelsior VI, 30,892 by VI-A, 20,580 by VI-B and 13,233 by Patricof. The Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

6. Each share of Series B Convertible Preferred Stock will automatically convert into shares of Common Stock on a 1.47528 for 1 basis immediately prior to the closing of the Issuer's initial public offering.

7. The shares are held as follows: 406,300 by Excelsior VI, 33,188 by VI-A, 22,109 by VI-B and 13,883 by Patricof. The Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

8. Each share of Series C Convertible Preferred Stock will automatically convert into shares of Common Stock on a 1 for 1 basis immediately prior to the closing of the Issuer's initial public offering.

9. The shares aer held as follows: 206,123 by Excelsior VI, 16,596 by VI-A, 11,056 by VI-B and 7,028 by Patricof. The Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

10. Each share of Series D Convertible Preferred Stock will automatically convert into shares of Common Stock on a 1 for 1 basis immediately prior to the closing of the Issuer's initial public offering.

	/s/ John Megrue, Co-Chief Executive Officer	12/11/2006
	** 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 5 (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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