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* KAILIAN VAUGHN M (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MEMORY PHARMACEUTICALS CORP [ MEMY ]	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) 12/18/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	12/18/2006	12/18/2006	P		2,315,151	A	$1.11	11,391,019	I	See Remarks

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

1. Name and Address of Reporting Person* KAILIAN VAUGHN M (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GADICKE ANSBERT (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EVNIN LUKE (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* St Peter Steven (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Greene William (Last) (First) (Middle) 601 GATEWAY BLVD., SUITE 350 (Street) S. SAN FRANCISCO CA 94080 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Scopa James Paul (Last) (First) (Middle) 601 GATEWAY BLVD., SUITE 350 (Street) S. SAN FRANCISCO CA 94080 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DOMBKOWSKI ASHLEY L (Last) (First) (Middle) 601 GATEWAY BLVD., SUITE 350 (Street) S. SAN FRANCISCO CA 94080 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Vander Vort John (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

Remarks:

Pursuant to the terms of the certain Securities Purchase Agreement by and among the issuer and various investors, dated as of October 5, 2006, MPM BioVentures IV, L.P. ("BV IV"), MPM BioVentures IV-QP, L.P ("BV IV QP") and MPM Asset Management BV4 LLC ("AM BV4" and together with BV IV and BV IV QP, the "MPM" Entities") purchased shares of common stock of the issuer at a first closing and a second closing. The total shares acquired by the MPM Entities in the first closing and the second closing are held as follows: 226,783 by BV IV, 10,794,902 by BV IV QP, and 369,334 by AM BV4. MPM BioVentures IV QP LLC and MPM BioVentures IV LLC are the direct and indirect general partners of BV IV, BV IV QP and AM BV4. Vaughn Kailian, Ansbert Gadicke, Luke Evnin, Steven St. Peter, William Greene, James Paul Scopa, Ashley Dombkowski and John Vander Vort are the members of the general partner of BV IV, BV IV QP and AM BV4 and members of MPM Asset Management Investors BV4 LLC. Vaughn Kailian is a director of the issuer. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. The shares acquired by the MPM Entities in the second closing are held as follows: 46,092 by BV IV, 2,193,994 by BV IV AP, and 75,065 by AM BV4. MPM BioVentures IV GP LLC and MPM BioVentures IV LLC are the direct and indirect general partners of BV IV, BV IV QP and AM BV4. Vaughn Kailian, Ansbert Gadicke, Luke Evnin, Steven St. Peter, William Greene, James Paul Scopa, Ashley Dombkowski and John Vander Vort are the members of the general partner of BV IV, BV IV QP and AM BV4 and members of MPM Asset Management Investors BV4 LLC. Vaughn Kailian is a director of the issuer. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. See Form 4 for MPM BioVentures IV, L.P. for additional members of this joint filing.

	/s/ Vaughn Kailian	01/05/2007
	/s/ Ansbert Gadicke	01/05/2007
	/s/ Luke Evnin	01/05/2007
	s/ Steven St. Peter	01/05/2007
	/s/ William Greene	01/05/2007
	s/ James Paul Scopa	01/05/2007
	/s/ Ashley Dombkowski	01/05/2007
	/s/ John Vander Vort	01/05/2007
	** Signature of Reporting Person	Date
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