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^*

APAX MANAGERS INC

(Last)

(First)

(Middle)

153 EAST 53RD STREET, 53RD FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

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

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)
12/19/2006

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)
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	12/19/2006		X		29,420⁽¹⁾	A	⁽²⁾	109,418	I	See FN⁽³⁾
Common Stock	12/20/2006		C		442,587⁽⁴⁾	A	⁽⁵⁾	552,005	I	See FN⁽⁶⁾
Common Stock	12/20/2006		C		475,480⁽⁷⁾	A	⁽⁸⁾	1,027,485	I	See FN⁽⁹⁾
Common Stock	12/20/2006		C		240,803⁽¹⁰⁾	A	⁽¹¹⁾	1,268,288	I	See FN⁽¹²⁾

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)
Warrant (Right to Buy)	$17	12/19/2006		X			91,943	⁽¹³⁾	12/20/2006	Common Stock	91,943	$0.00	0	D
Series B Convertible Preferred Stock	⁽⁵⁾	12/20/2006		C			442,587	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	442,587	$0.00	0	D
Series C Convertible Preferred Stock	⁽⁸⁾	12/20/2006		C			475,480	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	475,480	$0.00	0	D
Series D Convertible Preferred Stock	⁽¹¹⁾	12/20/2006		C			240,803	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	240,803	$0.00	0	D

Explanation of Responses:

1. The Reporting Person executed net issuance exercises of warrants to purchase common stock based upon an exercise price of $17.00 per share and an initial public offering price of $25.00 per share resulting in the issuance of an aggregate of 29,240 shares. The shares were issued as follows: 25,120 to Apax Excelsior VI, LP ("Excelsior VI"), 2,053 to Apax Excelsior VI-A, CV ("VI-A"), 1,368 to Apax Excelsior VI-B, CV ("VI-B") and 879 to Patricof Private Investment Club III, L.P. ("Patricof").

2. Net issuance exercise of warrants to purchase common stock based upon an exercise price of $17.00 per share and an initial public offering price of $25.00 per share.

3. The shares are held as follows: 95,251 by Excelsior VI, 6,764 by VI-A, 4,506 by VI-B and 2,897 by Patricof. The Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

4. Automatic coversion upon the closing of the Issuer's Initial Public Offering of Series B Preferred Stock into shares of Common Stock at a rate of 1.47528 for 1, resulting in the issuance of 442,587 shares of Common Stock. The shares were issued as follows: 377,882 to Excelsior VI, 30,892 to VI-A, 20,580 to VI-B and 13,233 to Patricof.

5. The Series B Preferred Stock converted into the Issuer's common stock at a rate of 1.47528 for 1.

6. The shares are held as follows: 473,133 by Excelsior VI, 37,656 by VI-A, 25,086 by VI-B and 16,130 by Patricof. The Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

7. Automatic coversion upon the closing of the Issuer's Initial Public Offering of Series C Preferred Stock into shares of Common Stock at a rate of 1 for 1, resulting in the issuance of 475,480 shares of Common Stock. The shares were issued as follows: 406,300 to Excelsior VI, 33,188 to VI-A, 22,109 to VI-B and 13,883 to Patricof.

8. The Series C Preferred Stock converted into the Issuer's common stock at a rate of 1 for 1.

9. The shares are held as follows: 879,433 by Excelsior VI, 70,844 by VI-A, 47,195 by VI-B and 30,013 by Patricof. The Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

10. Automatic coversion upon the closing of the Issuer's Initial Public Offering of Series D Preferred Stock into shares of Common Stock at a rate of 1 for 1, resulting in the issuance of 240,803 shares of Common Stock. The shares were issued as follows: 206,123 to Excelsior VI, 16,596 to VI-A, 11,056 to VI-B and 7,028 to Patricof.

11. The Series D Preferred Stock covnerted into the Issuer's common stock ar a rate of 1 for 1.

12. The shares are held as follows: 1,085,556 by Excelsior VI, 87,440 by VI-A, 58,251 by VI-B and 37,041 by Patricof. The Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

13. Immediately exercisable.

14. The securities are preferred stock of the Issuer and do not have an expiration date. The securities automatically converted into common stock upon the closing of the Issuer's initial public offering.

	/s/ John Megrue, Co-Chief Executive Officer	12/19/2006
	** 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 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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