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^*

MCPHERRON MATTHEW V

(Last)

(First)

(Middle)

C/O BROOKSIDE CAPITAL, LLC

111 HUNTINGTON AVENUE

(Street)

BOSTON

02199

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MAP Pharmaceuticals, Inc. [ MAPP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/11/2007

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	10/05/2007		P		600,000⁽¹⁾	A	$12	600,000	I	See Footnote⁽²⁾
Common Stock	10/11/2007		C		2,285,364	A	⁽³⁾	2,885,364	I	See Footnote⁽²⁾
Common Stock	10/11/2007		J		114,162⁽⁴⁾	A	$14.502	2,999,526	I	See Footnote⁽²⁾

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)
Series C Convertible Preferred Stock	⁽³⁾	10/11/2007		C			1,120,975	⁽³⁾	⁽³⁾	Common Stock	1,120,975	$14.502	0	I	See Footnote⁽²⁾
Series D Convertible Preferred Stock	⁽³⁾	10/11/2007		C			1,164,389	⁽³⁾	⁽³⁾	Common Stock	1,164,389	$14.502	0	I	See Footnote⁽²⁾

Explanation of Responses:

1. On October 5, 2007, Brookside Capital Partners Fund, L.P. ("Brookside") purchased 600,000 shares of Common Stock in connection with the Issuer's initial public offering. This purchase settled upon closing of the Issuer's public offering on October 11, 2007.

2. Mr. Matthew V. McPherron is a Managing Director of Brookside and accordingly may be deemed to beneficially own the securities held by Brookside. Mr. McPherron disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

3. Includes 1,120,975 shares of Series C Convertible Preferred Stock and 1,164,389 shares of Series D Convertible Preferred Stock held by Brookside immediately prior to the Issuer's initial public offering. All outstanding shares of the Issuer's Preferred Stock were automatically converted into Common Stock on a 1-for-1 basis upon the closing of the Issuer's initial public offering, for no additional consideration.

4. Received pursuant to a cumulative stock dividend accumulated through September 14, 2007, at which time further accumulation ended, to holders of the Issuer's preferred stock upon the closing of the Issuer's initial public offering.

	/s/ Matthew V. McPherron	10/15/2007
	** Signature of Reporting Person	Date
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