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* ORONSKY ARNOLD L (Last) (First) (Middle) C/O INTERWEST PARTNERS 2710 SAND HILL ROAD, 2ND FLOOR (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MYOGEN INC [ MYOG ]	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) 12/20/2005
	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	12/20/2005		J(1)		611,500	D	$0	493,196	I(2)	by InterWest Partners VIII, LP
Common Stock	12/20/2005		J(3)		4,900	D	$0	3,917	I(4)	by InterWest Investors VIII, LP
Common Stock	12/20/2005		J(5)		17,500	D	$0	14,107	I(6)	by InterWest Investors Q VIII, LP
Common Stock	12/20/2005		J(1)(3)(5)		6,339	A	$0	6,339	I(7)	by InterWest Management Partners VIII, LLC
Common Stock	12/20/2005		J(8)		6,339	D	$0	0	I(7)	by InterWest Management Partners VIII, LLC
Common Stock	12/20/2005		J(9)		293,500	D	$0	263,769	I(10)	by InterWest Partners VI, LP
Common Stock	12/20/2005		J(11)		9,200	D	$0	8,275	I(12)	by InterWest Investors VI, LP
Common Stock	12/20/2005		J(9)(11)		3,027	A	$0	3,027	I(13)	by InterWest Management Partners VI, LLC
Common Stock	12/20/2005		J(14)		3,027	D	$0	0	I(13)	by InterWest Management Partners VI, LLC
Common Stock	12/20/2005		J(8)		1,016	A	$0	2,786	I(8)	by Matadoro Investments LP
Common Stock	12/20/2005		J(5)(11)(14)		784	A	$0	1,668	D

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

Explanation of Responses:

1. Represents pro rata in-kind distribution by InterWest Partners VIII, LP ("IP8") without consideration to its limited and general partners in accordance with the terms of the InterWest Partners VIII, LP Limited Partnership Agreement. Includes 6,115 shares distributed to InterWest Managment Partners VIII, LLC ("IMP8") its general partner.

2. These shares are owned by IP8. The general partner of IP8 is IMP8. The Reporting Person is a Managing Director of IMP8. He disclaims beneficial ownership of the shares held by IP8 except to the extent of his pecuniary interest therein.

3. Represents pro rata in-kind distribution by InterWest Investors VIII, LP ("II8") without consideration to its limited and general partners in accordance with the terms of the InterWest Investors VIII, LP Limited Partnership Agreement. Includes 49 shares distributed to IMP8 its general partner.

4. These shares are owned by II8. The general partner of II8 is IMP8. The Reporting Person is a Managing Director of IMP8. He disclaims beneficial ownership of the shares held by II8 except to the extent of his pecuniary interest therein.

5. Represents pro rata in-kind distribution by InterWest Investors Q VIII, LP ("IIQ8") without consideration to its limited and general partners in accordance with the terms of the InterWest Investors Q VIII, LP Limited Partnership Agreement. Includes 175 shares distributed to IMP8 its general partner, and 204 shares distributed to Arnold Oronsky.

6. These shares are owned by IIQ8. The general partner of IIQ8 is IMP8. The Reporting Person is a Managing Director of IMP8. He disclaims beneficial ownership of the shares held by IIQ8 except to the extent of his pecuniary interest therein.

7. These shares are owned by IMP8. The Reporting Person is a Managing Director of IMP8. He disclaims beneficial ownership of the shares held by IMP8 except to the extent of his pecuniary interest therein.

8. Represents pro rata in-kind distribution by IMP8 without consideration to its members in accordance with the terms of the InterWest Management Partners VIII, LLC Operating Agreement. Includes 1,016 shares distributed to Matadoro Investments, LP ("Matadoro"). The Reporting Person is a General Partner of Matadoro, and disclaims beneficial ownership of the shares held by Matadoro except to the extent of his pecuniary interest therein.

9. Represents pro rata in-kind distribution by InterWest Partners VI, LP ("IP6") without consideration to its limited and general partners in accordance with the terms of the InterWest Partners VI, LP Limited Partnership Agreement. Includes 2,935 shares distributed to InterWest Managment Partners VI, LLC ("IMP6") its general partner.

10. These shares are owned by IP6. The general partner of IP6 is IMP6. The Reporting Person is a Managing Director of IMP6. He disclaims beneficial ownership of the shares held by IP6 except to the extent of his pecuniary interest therein.

11. Represents pro rata in-kind distribution by InterWest Investors VI, LP ("II6") without consideration to its limited and general partners in accordance with the terms of the InterWest Investors VI, LP Limited Partnership Agreement. Includes 92 shares distributed to IMP8 its general partner, and 100 shares distributed to Arnold Oronsky.

12. These shares are owned by II6. The general partner of II6 is IMP6. The Reporting Person is a Managing Director of IMP6. He disclaims beneficial ownership of the shares held by II6 except to the extent of his pecuniary interest therein.

13. These shares are owned by IMP6. The Reporting Person is a Managing Director of IMP6. He disclaims beneficial ownership of the shares held by IMP6 except to the extent of his pecuniary interest therein.

14. Represents pro rata in-kind distribution by IMP6 without consideration to its members in accordance with the terms of the InterWest Management Partners VI, LLC Operating Agreement. Includes 480 shares distributed to Arnold Oronsky.

	/s/Arnold L. Oronsky	12/22/2005
	** 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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