UNITED STATES

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LW7fY3V2P0pKWQcmrveV23oFL+lUmdQSGQJvbF9CobGrtMeqA/Y5qPigX+Nw77HC eJneHc6hRpX/nGvPQxTtyg== 0000950005-08-000121.txt : 20080213 0000950005-08-000121.hdr.sgml : 20080213 20080213172409 ACCESSION NUMBER: 0000950005-08-000121 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080213 DATE AS OF CHANGE: 20080213 GROUP MEMBERS: ALTA BIOPHARMA MANAGEMENT III, LLC GROUP MEMBERS: ALTA BIOPHARMA PARTNERS III GMBH & CO BETEILIGUNGS KG GROUP MEMBERS: ALTA BIOPHARMA PARTNERS III, L.P. GROUP MEMBERS: ALTA CALIFORNIA MANAGEMENT PARTNERS II, LLC GROUP MEMBERS: ALTA CALIFORNIA MANAGEMENT PARTNERS II, LLC ??? NEW POOL GROUP MEMBERS: ALTA CALIFORNIA PARTNERS II, L.P. GROUP MEMBERS: ALTA CALIFORNIA PARTNERS II, L.P. ??? NEW POOL GROUP MEMBERS: ALTA EMBARCADERO BIOPHARMA PARTNERS III, LLC GROUP MEMBERS: ALTA EMBARCADERO PARTNERS II, LLC GROUP MEMBERS: AXIL MARDUEL GROUP MEMBERS: DANIEL JANNEY GROUP MEMBERS: EDWARD HURWITZ GROUP MEMBERS: EDWARD PENHOET GROUP MEMBERS: FARAH CHAMPSI GROUP MEMBERS: GARRETT GRUENER GROUP MEMBERS: GUY NOHRA GROUP MEMBERS: JEAN DELEAGE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NeurogesX Inc CENTRAL INDEX KEY: 0001385830 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943307935 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82872 FILM NUMBER: 08606308 BUSINESS ADDRESS: STREET 1: 2215 BRIDGEPOINTE PARKWAY STREET 2: SUITE 200 CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: 650-358-3300 MAIL ADDRESS: STREET 1: 2215 BRIDGEPOINTE PARKWAY STREET 2: SUITE 200 CITY: SAN MATEO STATE: CA ZIP: 94404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALTA CALIFORNIA PARTNERS II LP CENTRAL INDEX KEY: 0001245270 IRS NUMBER: 943311761 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE EMBARCADERO CENTER, SUITE 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4153624022 MAIL ADDRESS: STREET 1: ONE EMBARCADERO CENTER, SUITE 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G/A 1 p20339sc13ga.htm FORM 13G/A #1 UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Amendment No. 1)*

UNDER THE SECURITIES EXCHANGE ACT OF 1934

NeurogesX, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

641252101

(CUSIP Number)

December 31, 2007

(Date of Event That Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ]

Rule 13d-1(b)

[ ]

Rule 13d-1(c)

[X]

Rule 13d-1(d)

* This Amendment No. 1 to Schedule 13G is being filed in order to correct certain errors contained in our original Schedule 13G, filed with the Securities and Exchange Commission on January 19, 2007.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 641252101	13G	Page 2 of 27 Pages


(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons Alta California Partners II, L.P.
(2) Check The Appropriate Box If A Member Of A Group			(a) [ ]
			(b) [X]

(3) SEC Use Only
(4) Citizenship or Place of Organization Delaware

Number Of Shares Beneficially Owned By Each Reporting Person With	(5) Sole Voting Power	872,641 (a)

	(6) Shared Voting Power	-0-

	(7) Sole Dispositive Power	872,641 (a)
	(8) Shared Dispositive Power	-0-
(9) Aggregate Amount Beneficially Owned By Each Reporting Person 872,641 (a)
(10) Check If The Aggregate Amount In Row (9) Excludes Certain Shares*
(11) Percent Of Class Represented By Amount In Row (9) 5.00% (b)
(12) Type Of Reporting Person PN

(a) Alta California Partners II, L.P. (“ACPII”) has sole voting and dispositive control over 872,641 shares of common stock (“Common Stock”) of NeurogesX, Inc. (the “Issuer”), except that Alta California Management Partners II, LLC (“ACMPII”), the general partner of ACPII, and Jean Deleage (“Deleage”), and Guy Nohra (“Nohra”) and Daniel Janney (“Janney”), and Garrett Gruener (“Gruener”), and Alix Marduel (“Marduel”), managing directors of ACMPII, may be deemed to share the right to direct the voting and dispositive control over such stock. Additional information about ACPII is set forth in Attachment A hereto.

(b) The percentage set forth in row (11) is based on an aggregate of 17,465,792 shares of Common Stock outstanding provided by the Issuer for the filing of this form.


CUSIP No. 641252101	13G	Page 3 of 27 Pages


(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons Alta California Management Partners II, LLC
(2) Check The Appropriate Box If A Member Of A Group			(a) [ ]
			(b) [X]

(3) SEC Use Only
(4) Citizenship or Place of Organization Delaware

Number Of Shares Beneficially Owned By Each Reporting Person With	(5) Sole Voting Power	-0-

	(6) Shared Voting Power	872,641 (c)

	(7) Sole Dispositive Power	-0-
	(8) Shared Dispositive Power	872,641 (c)
(9) Aggregate Amount Beneficially Owned By Each Reporting Person 872,641 (c)
(10) Check If The Aggregate Amount In Row (9) Excludes Certain Shares*
(11) Percent Of Class Represented By Amount In Row (9) 5.00% (b)
(12) Type Of Reporting Person OO


CUSIP No. 641252101	13G	Page 4 of 27 Pages


(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons Alta Embarcadero Partners II, LLC
(2) Check The Appropriate Box If A Member Of A Group			(a) [ ]
			(b) [X]

(3) SEC Use Only
(4) Citizenship or Place of Organization California

Number Of Shares Beneficially Owned By Each Reporting Person With	(5) Sole Voting Power	11,024 (d)

	(6) Shared Voting Power	-0-

	(7) Sole Dispositive Power	11,024 (d)
	(8) Shared Dispositive Power	-0-
(9) Aggregate Amount Beneficially Owned By Each Reporting Person 11,024 (d)
(10) Check If The Aggregate Amount In Row (9) Excludes Certain Shares*
(11) Percent Of Class Represented By Amount In Row (9) 0.06% (b)
(12) Type Of Reporting Person OO

(d) Alta Embarcadero Partners II, LLC (“AEPII”) has sole voting and dispositive control over 11,024 shares of Common Stock, except that Deleage, Nohra, Marduel, and Gruener, members of AEPII, may be deemed to share the right to direct the voting and dispositive control over such stock.


CUSIP No. 641252101	13G	Page 5 of 27 Pages


(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons Alta California Partners II, L.P. – New Pool
(2) Check The Appropriate Box If A Member Of A Group			(a) [ ]
			(b) [X]

(3) SEC Use Only
(4) Citizenship or Place of Organization Delaware

Number Of Shares Beneficially Owned By Each Reporting Person With	(5) Sole Voting Power	240,942 (e)

	(6) Shared Voting Power	-0-

	(7) Sole Dispositive Power	240,492 (e)
	(8) Shared Dispositive Power	-0-
(9) Aggregate Amount Beneficially Owned By Each Reporting Person 240,942 (e)
(10) Check If The Aggregate Amount In Row (9) Excludes Certain Shares*
(11) Percent Of Class Represented By Amount In Row (9) 1.38% (b)
(12) Type Of Reporting Person PN

(e) Alta California Partners II, L. P. – New Pool (“ACPII-NP”) has sole voting and dispositive control over 240,942 shares of Common Stock, except that Alta California Management Partners II – New Pool, LLC (“ACMPII-NP”), the general partner of ACPII-NP, Deleage, Nohra, Janney, Gruener, and Marduel, managing directors of ACMPII-NP, may be deemed to share the right to direct the voting and dispositive control over such stock.


CUSIP No. 641252101	13G	Page 6 of 27 Pages


(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons Alta California Management Partners II, LLC – New Pool
(2) Check The Appropriate Box If A Member Of A Group			(a) [ ]
			(b) [X]

(3) SEC Use Only
(4) Citizenship or Place of Organization Delaware

Number Of Shares Beneficially Owned By Each Reporting Person With	(5) Sole Voting Power	-0-

	(6) Shared Voting Power	240,492 (f)

	(7) Sole Dispositive Power	-0-
	(8) Shared Dispositive Power	240,492 (f)
(9) Aggregate Amount Beneficially Owned By Each Reporting Person 240,942 (f)
(10) Check If The Aggregate Amount In Row (9) Excludes Certain Shares*
(11) Percent Of Class Represented By Amount In Row (9) 1.38% (b)
(12) Type Of Reporting Person OO

(f) ACMPII-NP shares voting and dispositive power over the 240,942 shares of Common Stock beneficially owned by ACPII-NP.


CUSIP No. 641252101	13G	Page 7 of 27 Pages


(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons Alta BioPharma Partners III, L.P.
(2) Check The Appropriate Box If A Member Of A Group			(a) [ ]
			(b) [X]

(3) SEC Use Only
(4) Citizenship or Place of Organization Delaware

Number Of Shares Beneficially Owned By Each Reporting Person With	(5) Sole Voting Power	559,687 (g)

	(6) Shared Voting Power	-0-

	(7) Sole Dispositive Power	559,687 (g)
	(8) Shared Dispositive Power	-0-
(9) Aggregate Amount Beneficially Owned By Each Reporting Person 559,687 (g)
(10) Check If The Aggregate Amount In Row (9) Excludes Certain Shares*
(11) Percent Of Class Represented By Amount In Row (9) 3.20% (b)
(12) Type Of Reporting Person PN

(g) Alta BioPharma Partners III, L. P. (“ABPIII”) has sole voting and dispositive control over 559,687 shares of Common Stock, except that Alta BioPharma Management Partners III, LLC (“ABMPIII”), the general partner of ABPIII, Deleage, Farah Champsi (“Champsi”), Edward Penhoet (“Penhoet”), Edward Hurwitz (“Hurwitz”), and Marduel, directors of ABMPIII, may be deemed to share the right to direct the voting and dispositive control over such stock.


CUSIP No. 641252101	13G	Page 8 of 27 Pages


(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons Alta BioPharma Partners III GmbH & Co Beteiligungs KG
(2) Check The Appropriate Box If A Member Of A Group			(a) [ ]
			(b) [X]

(3) SEC Use Only
(4) Citizenship or Place of Organization Germany

Number Of Shares Beneficially Owned By Each Reporting Person With	(5) Sole Voting Power	37,587 (h)

	(6) Shared Voting Power	-0-

	(7) Sole Dispositive Power	37,587 (h)
	(8) Shared Dispositive Power	-0-
(9) Aggregate Amount Beneficially Owned By Each Reporting Person 37,587 (h)
(10) Check If The Aggregate Amount In Row (9) Excludes Certain Shares*
(11) Percent Of Class Represented By Amount In Row (9) 0.22% (b)
(12) Type Of Reporting Person PN

(h) Alta BioPharma Partners III GmbH & Co. Beteiligungs KG (“ABPIIIKG”) has sole voting and dispositive control over 37,587 shares of Common Stock, except that Alta BioPharma Management Partners III, LLC (“ABMIII”), the managing limited partner of ABPIIIKG, Deleage, Farah Champsi (“Champsi”), Edward Penhoet (“Penhoet”), Edward Hurwitz (“Hurwitz”), and Marduel, directors of ABMPIII, may be deemed to share the right to direct the voting and dispositive control over such stock.


CUSIP No. 641252101	13G	Page 9 of 27 Pages


(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons Alta BioPharma Management III, LLC
(2) Check The Appropriate Box If A Member Of A Group			(a) [ ]
			(b) [X]

(3) SEC Use Only
(4) Citizenship or Place of Organization Delaware

Number Of Shares Beneficially Owned By Each Reporting Person With	(5) Sole Voting Power	-0-

	(6) Shared Voting Power	597,274 (i)

	(7) Sole Dispositive Power	-0-
	(8) Shared Dispositive Power	597,274 (i)
(9) Aggregate Amount Beneficially Owned By Each Reporting Person 597,274 (i)
(10) Check If The Aggregate Amount In Row (9) Excludes Certain Shares*
(11) Percent Of Class Represented By Amount In Row (9) 3.42% (b)
(12) Type Of Reporting Person OO

(i) ABMIII shares voting and dispositive power over the 559,687 shares of Common Stock beneficially owned by ABPIII and the 37,587 shares of Common Stock beneficially owned by ABPIIIKG.


CUSIP No. 641252101	13G	Page 10 of 27 Pages


(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons Alta Embarcadero BioPharma Partners III, LLC
(2) Check The Appropriate Box If A Member Of A Group			(a) [ ]
			(b) [X]

(3) SEC Use Only
(4) Citizenship or Place of Organization California

Number Of Shares Beneficially Owned By Each Reporting Person With	(5) Sole Voting Power	13,792 (j)

	(6) Shared Voting Power	-0-

	(7) Sole Dispositive Power	13,792 (j)
	(8) Shared Dispositive Power	-0-
(9) Aggregate Amount Beneficially Owned By Each Reporting Person 13,792 (j)
(10) Check If The Aggregate Amount In Row (9) Excludes Certain Shares*
(11) Percent Of Class Represented By Amount In Row (9) 0.08% (b)
(12) Type Of Reporting Person OO

(j) Alta Embarcadero BioPharma Partners III, LLC (“AEBPIII”) has sole voting and dispositive control over 13,792 shares of Common Stock, except that Deleage, Farah Champsi (“Champsi”), Edward Penhoet (“Penhoet”), Edward Hurwitz (“Hurwitz”), and Marduel, managers of AEBPIII, may be deemed to share the right to direct the voting and dispositive control over such stock.


CUSIP No. 641252101	13G	Page 11 of 27 Pages


(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons Jean Deleage
(2) Check The Appropriate Box If A Member Of A Group			(a) [ ]
			(b) [X]

(3) SEC Use Only
(4) Citizenship or Place of Organization United States

Number Of Shares Beneficially Owned By Each Reporting Person With	(5) Sole Voting Power	-0-

	(6) Shared Voting Power	1,735,673 (k)

	(7) Sole Dispositive Power	-0-
	(8) Shared Dispositive Power	1,735,673 (k)
(9) Aggregate Amount Beneficially Owned By Each Reporting Person 1,735,673 (k)
(10) Check If The Aggregate Amount In Row (9) Excludes Certain Shares*
(11) Percent Of Class Represented By Amount In Row (9) 9.94% (b)
(12) Type Of Reporting Person IN

(k) Deleage shares voting and dispositive control over the 872,641 shares of Common Stock beneficially owned by ACPII, the 11,024 shares of Common Stock beneficially owned by AEPII, the 240,942 shares of Common Stock beneficially owned by ACPIINP, the 559,687 shares of Common Stock beneficially owned by ABPIII, the 37,587 shares of Common Stock beneficially owned by ABPIIIKG, and the 13,792 shares of Common Stock beneficially owned by AEBPIII.


CUSIP No. 641252101	13G	Page 12 of 27 Pages


(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons Garrett Gruener
(2) Check The Appropriate Box If A Member Of A Group			(a) [ ]
			(b) [X]

(3) SEC Use Only
(4) Citizenship or Place of Organization United States

Number Of Shares Beneficially Owned By Each Reporting Person With	(5) Sole Voting Power	-0-

	(6) Shared Voting Power	1,124,607 (l)

	(7) Sole Dispositive Power	-0-
	(8) Shared Dispositive Power	1,124,607 (l)
(9) Aggregate Amount Beneficially Owned By Each Reporting Person 1,124,607 (l)
(10) Check If The Aggregate Amount In Row (9) Excludes Certain Shares*
(11) Percent Of Class Represented By Amount In Row (9) 6.44% (b)
(12) Type Of Reporting Person IN

(l) Gruener shares voting and dispositive control over the 872,641 shares of Common Stock beneficially owned by ACPII, the 11,024 shares of Common Stock beneficially owned by AEPII, and the 240,942 shares of Common Stock beneficially owned by ACPIINP.


CUSIP No. 641252101	13G	Page 13 of 27 Pages


(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons Daniel Janney
(2) Check The Appropriate Box If A Member Of A Group			(a) [ ]
			(b) [X]

(3) SEC Use Only
(4) Citizenship or Place of Organization United States

Number Of Shares Beneficially Owned By Each Reporting Person With	(5) Sole Voting Power	-0-

	(6) Shared Voting Power	1,113,583 (m)

	(7) Sole Dispositive Power	-0-
	(8) Shared Dispositive Power	1,113,583 (m)
(9) Aggregate Amount Beneficially Owned By Each Reporting Person 1,113,583 (m)
(10) Check If The Aggregate Amount In Row (9) Excludes Certain Shares*
(11) Percent Of Class Represented By Amount In Row (9) 6.38% (b)
(12) Type Of Reporting Person IN

(m) Janney shares voting and dispositive control over the 872,641 shares of Common Stock beneficially owned by ACPII, and the 240,942 shares of Common Stock beneficially owned by ACPIINP.


CUSIP No. 641252101	13G	Page 14 of 27 Pages


(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons Axil Marduel
(2) Check The Appropriate Box If A Member Of A Group			(a) [ ]
			(b) [X]

(3) SEC Use Only
(4) Citizenship or Place of Organization United States

Number Of Shares Beneficially Owned By Each Reporting Person With	(5) Sole Voting Power	5,000

	(6) Shared Voting Power	1,735,673 (n)

	(7) Sole Dispositive Power	5,000
	(8) Shared Dispositive Power	1,735,673 (n)
(9) Aggregate Amount Beneficially Owned By Each Reporting Person 1,740,673 (n)
(10) Check If The Aggregate Amount In Row (9) Excludes Certain Shares*
(11) Percent Of Class Represented By Amount In Row (9) 9.90% (b)
(12) Type Of Reporting Person IN

(n) Marduel shares voting and dispositive control over the 872,641 shares of Common Stock beneficially owned by ACPII, the 240,942 shares of Common Stock beneficially owned by ACPIINP, the 11,024 shares of Common Stock beneficially owned by AEPII, the 559,687 shares of Common Stock beneficially owned by ABPIII, the 37,587 shares of Common Stock beneficially owned by ABPIIIKG, the 13,792 shares of Common Stock beneficially owned by AEBPIII, and sole voting and dispositive power over 5,000 shares of Common Stock options.


CUSIP No. 641252101	13G	Page 15 of 27 Pages


(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons Guy Nohra
(2) Check The Appropriate Box If A Member Of A Group			(a) [ ]
			(b) [X]

(3) SEC Use Only
(4) Citizenship or Place of Organization United States

Number Of Shares Beneficially Owned By Each Reporting Person With	(5) Sole Voting Power	-0-

	(6) Shared Voting Power	1,124,607 (o)

	(7) Sole Dispositive Power	-0-
	(8) Shared Dispositive Power	1,124,607 (o)
(9) Aggregate Amount Beneficially Owned By Each Reporting Person 1,124,607 (o)
(10) Check If The Aggregate Amount In Row (9) Excludes Certain Shares*
(11) Percent Of Class Represented By Amount In Row (9) 6.44% (b)
(12) Type Of Reporting Person IN

(o) Nohra shares voting and dispositive control over the 872,641 shares of Common Stock beneficially owned by ACPII, the 11,024 shares of Common Stock beneficially owned by AEPII, and the 240,942 shares of Common Stock beneficially owned by ACPIINP.


CUSIP No. 641252101	13G	Page 16 of 27 Pages


(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons Farah Champsi
(2) Check The Appropriate Box If A Member Of A Group			(a) [ ]
			(b) [X]

(3) SEC Use Only
(4) Citizenship or Place of Organization United States

Number Of Shares Beneficially Owned By Each Reporting Person With	(5) Sole Voting Power	-0-

	(6) Shared Voting Power	611,066 (p)

	(7) Sole Dispositive Power	-0-
	(8) Shared Dispositive Power	611,066 (p)
(9) Aggregate Amount Beneficially Owned By Each Reporting Person 611,066 (p)
(10) Check If The Aggregate Amount In Row (9) Excludes Certain Shares*
(11) Percent Of Class Represented By Amount In Row (9) 3.50% (b)
(12) Type Of Reporting Person IN

(p) Champsi shares voting and dispositive control over the 559,687 shares of Common Stock beneficially owned by ABPIII, the 37,587 shares of Common Stock beneficially owned by ABPIIIKG, and the 13,792 shares of Common Stock beneficially owned by AEBPIII.


CUSIP No. 641252101	13G	Page 17 of 27 Pages


(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons Edward Hurwitz
(2) Check The Appropriate Box If A Member Of A Group			(a) [ ]
			(b) [X]

(3) SEC Use Only
(4) Citizenship or Place of Organization United States

Number Of Shares Beneficially Owned By Each Reporting Person With	(5) Sole Voting Power	-0-

	(6) Shared Voting Power	611,066 (q)

	(7) Sole Dispositive Power	-0-
	(8) Shared Dispositive Power	611,066 (q)
(9) Aggregate Amount Beneficially Owned By Each Reporting Person 611,066 (q)
(10) Check If The Aggregate Amount In Row (9) Excludes Certain Shares*
(11) Percent Of Class Represented By Amount In Row (9) 3.50% (b)
(12) Type Of Reporting Person IN

(q) Hurwitz shares voting and dispositive control over the 559,687 shares of Common Stock beneficially owned by ABPIII, the 37,587 shares of Common Stock beneficially owned by ABPIIIKG, and the 13,792 shares of Common Stock beneficially owned by AEBPIII.


CUSIP No. 641252101	13G	Page 18 of 27 Pages


(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons Edward Penhoet
(2) Check The Appropriate Box If A Member Of A Group			(a) [ ]
			(b) [X]

(3) SEC Use Only
(4) Citizenship or Place of Organization United States

Number Of Shares Beneficially Owned By Each Reporting Person With	(5) Sole Voting Power	-0-

	(6) Shared Voting Power	611,066 (r)

	(7) Sole Dispositive Power	-0-
	(8) Shared Dispositive Power	611,066 (r)
(9) Aggregate Amount Beneficially Owned By Each Reporting Person 611,066 (r)
(10) Check If The Aggregate Amount In Row (9) Excludes Certain Shares*
(11) Percent Of Class Represented By Amount In Row (9) 3.50%
(12) Type Of Reporting Person IN

(r) Penhoet shares voting and dispositive control over the 559,687 shares of Common Stock beneficially owned by ABPIII, the 37,587 shares of Common Stock beneficially owned by ABPIIIKG, and the 13,792 shares of Common Stock beneficially owned by AEBPIII.


CUSIP No. 641252101	13G	Page 19 of 27 Pages

Item 1.

(a)

Name of Issuer: NeurogesX, Inc. (“Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

San Carlos Business Park

981F Industrial Road

San Carlos, CA 94070

Item 2.

(a)

Name of Person Filing:

Alta California Partners II, L.P. (“ACPII”)

Alta California Partners II, L.P. – New Pool (“ACPII-NP”)

Alta California Management Partners II, LLC (“ACMPII”)

Alta California Management Partners II, LLC – New Pool (“ACMPII-NP”)

Alta Embarcadero Partners II, LLC (“AEPII”)

Alta BioPharma Partners III, L.P. (ABPIII”)

Alta BioPharma Management III, LLC (“ABMIII”)

Alta BioPharma Partners III GmbH & Co. Beteiligungs KG (“ABPIIIKG”)

Alta Embarcadero BioPharma Partners III, LLC (“AEBPIII”)

Jean Deleage (“JD”)

Garrett Gruener (“GG”)

Daniel Janney (“DJ”)

Alix Marduel (“AM”)

Guy Nohra (“GN”)

Farah Champsi (“FC”)

Edward Hurwitz (“EH”)

Edward Penhoet (“EP”)

(b)

Address of Principal Business Office:

One Embarcadero Center, Suite 3700

San Francisco, CA 94111

(c)

Citizenship/Place of Organization:


Entities:	ACPII	Delaware
	ACPII-NP	Delaware
	ACMPII	Delaware
	ACMPII-NP	Delaware
	AEPII	California
	ABPIII	Delaware
	ABMIII	Delaware
	ABPIIIKG	Germany
	AEBPIII	California
Individuals:	JD	United States
	GG	United States
	DJ	United States
	AM	United States
	GN	United States
	FC	United States
	EH	United States
	EP	United States


CUSIP No. 641252101	13G	Page 20 of 27 Pages

(d)

Title of Class of Securities:

Common Stock

(e)

CUSIP Number: 641252101

Item 3.

Not applicable.

Item 4

Ownership.

Please see Attachment A


		ACPII	ACPII-NP	ACMPII	ACMPII-NP	AEPII
(a)	Beneficial Ownership	872,641	240,942	872,641	240,942	11,024
(b)	Percentage of Class	5.00%	1.38%	5.00%	1.38%	0.06%
(c)	Sole Voting Power	872,641	240,942	-0-	-0-	11,024
	Shared Voting Power	-0-	-0-	872,641	240,942	-0-
	Sole Dispositive Power	872,641	240,942	-0-	-0-	11,024
	Shared Dispositive Power	-0-	-0-	872,641	240,942	-0-
		ABPIII	ABMIII	ABPIIIKG	AEBPIII
(a)	Beneficial Ownership	559,687	597,274	37,587	13,792
(b)	Percentage of Class	3.20%	3.42%	0.22%	0.08%
(c)	Sole Voting Power	559,687	-0-	37,587	13,792
	Shared Voting Power	-0-	597,274	-0-	-0-
	Sole Dispositive Power	559,687	-0-	37,587	13,792
	Shared Dispositive Power	-0-	597,274	-0-	-0-


CUSIP No. 641252101	13G	Page 21 of 27 Pages


		JD	GG	DJ	AM	GN	FC	EH	EP
(a)	Beneficial Ownership	1,735,673	1,124,607	1,113,583	1,740,673	1,124,607	611,066	611,066	611,066
(b)	Percentage of Class	9.94%	6.44%	6.38%	9.90%	6.44%	3.50%	3.50%	3.50%
(c)	Sole Voting Power	-0-	-0-	-0-	5,000	-0-	-0-	-0-	-0-
	Shared Voting Power	1,735,673	1,124,607	1,113,583	1,735,673	1,124,607	611,066	611,066	611,066
	Sole Dispositive Power	-0-	-0-	-0-	5,000	-0-	-0-	-0-	-0-
	Shared Dispositive Power	1,735,673	1,124,607	1,113,583	1,735,673	1,124,607	611,066	611,066	611,066

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group

No reporting person is a member of a group as defined in Section 240.13d-1(b)(1)(ii)(H) of the Act.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

Not applicable.

EXHIBITS

Joint Filing Statement


CUSIP No. 641252101	13G	Page 22 of 27 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:

February 12, 2008

Alta California Partners II, L.P.

Alta Embarcadero Partners II, LLC

By: Alta California Management Partners II, LLC,

Its General Partner

By: /s/ Guy Nohra

Guy Nohra, Managing Director

Guy Nohra, Member

Alta California Management Partners II, LLC

Alta California Partners II, L.P. – New Pool

By: Alta California Management Partners II, LLC New Pool, Its General Partner

By: /s/ Guy Nohra

Guy Nohra, Managing Director

Alta California Management partners II, LLC –New Pool

By: /s/ Guy Nohra

Guy Nohra, Managing Director

/s/ Jean Deleage

/s/ Guy Nohra

Jean Deleage

Guy Nohra

/s/ Garrett Gruener

/s/ Alix Marduel

Garrett Gruener

Alix Marduel

/s/ Daniel Janney

Daniel Janney


CUSIP No. 641252101	13G	Page 23 of 27 Pages

Alta BioPharma Partners III, L.P.

Alta Embarcadero BioPharma Partners III, LLC

By: Alta BioPharma Management III, LLC

By: /s/ Farah Champsi

Farah Champsi, Director

Farah Champsi, Manager

Alta BioPharma Management III, LLC

By: /s/ Farah Champsi

Farah Champsi, Director

Alta BioPharma Partners III GmbH & Co. Beteiligungs KG

By: Alta BioPharma Management III, LLC

By: /s/ Jean Deleage

Jean Deleage, Director

/s/ Jean Deleage

/s/ Alix Marduel

Jean Deleage

Alix Marduel

/s/ Farah Champsi

/s/ Edward Penhoet

Farah Champsi

Edward Penhoet

/s/ Edward Hurwitz

Edward Hurwitz


CUSIP No. 641252101	13G	Page 24 of 27 Pages

Exhibit A

Agreement of Joint Filing

Date:

February 12, 2008

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Alta California Partners II, L.P.

Alta Embarcadero Partners II, LLC

By: Alta California Management Partners II, LLC,

Its General Partner

By: /s/ Guy Nohra

Guy Nohra, Managing Director

Guy Nohra, Member

Alta California Management Partners II, LLC

Alta California Partners II, L.P. – New Pool

By: Alta California Management Partners II, LLC New Pool, Its General Partner

By: /s/ Guy Nohra

Guy Nohra, Managing Director

Alta California Management partners II, LLC –New Pool

By: /s/ Guy Nohra

Guy Nohra, Managing Director

/s/ Jean Deleage

/s/ Guy Nohra

Jean Deleage

Guy Nohra

/s/ Garrett Gruener

/s/ Alix Marduel

Garrett Gruener

Alix Marduel

/s/ Daniel Janney

Daniel Janney


CUSIP No. 641252101	13G	Page 25 of 27 Pages

Alta BioPharma Partners III, L.P.

Alta Embarcadero BioPharma Partners III, LLC

By: Alta BioPharma Management III, LLC

By: /s/ Farah Champsi

Farah Champsi, Director

Farah Champsi, Manager

Alta BioPharma Management III, LLC

By: /s/ Farah Champsi

Farah Champsi, Director

Alta BioPharma Partners III GmbH & Co. Beteiligungs KG

By: Alta BioPharma Management III, LLC

By: /s/ Jean Deleage

Jean Deleage, Director

/s/ Jean Deleage

/s/ Alix Marduel

Jean Deleage

Alix Marduel

/s/ Farah Champsi

/s/ Edward Penhoet

Farah Champsi

Edward Penhoet

/s/ Edward Hurwitz

Edward Hurwitz


CUSIP No. 641252101	13G	Page 26 of 27 Pages

Attachment A

Alta California Partners II, L.P. beneficially owns 872,641 shares of Common Stock and exercises sole voting and dispositive control over such shares, except to the extent set forth below.

Alta Embarcadero Partners II, LLC beneficially owns 11,024 shares Common Stock and exercises sole voting and dispositive control over such shares, except to the extent set forth below.

Alta California Partners II, L.P. – New Pool beneficially owns 240,942 shares of Common Stock and exercises sole voting and dispositive control over such shares, except to the extent set forth below.

Alta BioPharma Partners III, L.P. beneficially owns 559,687 shares of Common Stock and exercises sole voting and dispositive control over such shares, except to the extent set forth below.

Alta Embarcadero BioPharma Partners III, LLC beneficially owns 13,792 shares Common Stock and exercises sole voting and dispositive control over such shares, except to the extent set forth below.

Alta BioPharma Partners III GmbH & Co. Beteiligungs KG beneficially owns 37,587 shares of Common Stock and exercises sole voting and dispositive control over such shares, except to the extent set forth below.

Alta California Management Partners II, LLC is the general partner of Alta California Partners II, L.P. and may be deemed to share the right to direct the voting and dispositive control over the shares held by such fund. Alta California Management Partners II, LLC disclaims beneficial ownership of all such shares, except to the extent of its pecuniary interest therein.

Alta California Management Partners II, LLC – New Pool is the general partner of Alta California Partners II, L.P. – New Pool and may be deemed to share the right to direct the voting and dispositive control over the shares held by such fund. Alta California Management Partners II, LLC – New Pool disclaims beneficial ownership of all such shares, except to the extent of its pecuniary interest therein.

Alta BioPharma Management Partners III, LLC is the general partner of Alta BioPharma Partners III, L.P. and the managing limited partner of Alta BioPharma Partners III GmbH & Co. Beteiligungs KG and may be deemed to share the right to direct the voting and dispositive control over the shares held by such fund. Alta BioPharma Management Partners III, LLC disclaims beneficial ownership of all such shares, except to the extent of its pecuniary interest therein.

Mr. Jean Deleage is a managing director of Alta California Management Partners II, LLC, a managing director of Alta California Management Partners II, LLC – New Pool, and a member of Alta Embarcadero Partners II, LLC. He may be deemed to share the right to direct the voting and dispositive control over the shares held by such funds. Mr. Deleage disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein. Mr. Deleage is also a director of Alta BioPharma Management Partners III, LLC and a manager of Alta Embarcadero BioPharma Partners III, LLC. He may be deemed to share the right to direct the voting and dispositive control over the shares held by such fund. Mr. Deleage disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.

Mr. Garrett Gruener is a managing director of Alta California Management Partners II, LLC, a managing director of Alta California Management Partners II, LLC – New Pool, and a member of Alta Embarcadero Partners II, LLC. He may be deemed to share the right to direct the voting and dispositive control over the shares held by such funds. Mr. Gruener disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.

Mr. Guy Nohra is a managing director of Alta California Management Partners II, LLC, a managing director of Alta California Management Partners II, LLC – New Pool, and a member of Alta Embarcadero Partners II, LLC. He may be deemed to share the right to direct the voting and dispositive control over the shares held by such funds. Mr. Nohra disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein

Mr. Daniel Janney is a managing member of Alta California Management Partners II, LLC and Alta California Management Partners II, LLC – New Pool. He may be deemed to share the right to direct the voting and dispositive control over the shares


CUSIP No. 641252101	13G	Page 27 of 27 Pages

held by such funds. Mr. Janney disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.

Dr. Alix Marduel is a managing director of Alta California Management Partners II, LLC and Alta California Management Partners II, LLC – New Pool, and a member of Alta Embarcadero Partners II, LLC. She may be deemed to share the right to direct the voting and dispositive control over the shares held by such funds. Dr. Marduel disclaims beneficial ownership of all such shares, except to the extent of her pecuniary interest therein. Dr. Marduel is also a director of Alta BioPharma Management Partners III, LLC and a manager of Alta Embarcadero BioPharma Partners III, LLC. She may be deemed to share the right to direct the voting and dispositive control over the shares held by such fund. Dr. Marduel disclaims beneficial ownership of all such shares, except to the extent of her pecuniary interest therein. Dr. Marduel has sole voting and dispositive power over 5,000 shares of Common Stock options.

Ms. Farah Champsi a director of Alta BioPharma Management Partners III, LLC and a manager of Alta Embarcadero BioPharma Partners III, LLC. She may be deemed to share the right to direct the voting and dispositive control over the shares held by such fund. Ms. Champsi disclaims beneficial ownership of all such shares, except to the extent of her pecuniary interest therein.

Mr. Edward Hurwitz a director of Alta BioPharma Management Partners III, LLC and a manager of Alta Embarcadero BioPharma Partners III, LLC. He may be deemed to share the right to direct the voting and dispositive control over the shares held by such fund. Mr. Edward Hurwitz disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.

Mr. Edward Penhoet a director of Alta BioPharma Management Partners III, LLC and a manager of Alta Embarcadero BioPharma Partners III, LLC. He may be deemed to share the right to direct the voting and dispositive control over the shares held by such fund. Mr. Edward Penhoet disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.

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