| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MEMORY PHARMACEUTICALS CORP [ MEMY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/18/2006 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| 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 LP"), MPM BioVentures IV-QP, L.P. ("BV IV QP") and MPM Asset Management Investors 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 MPM BioVentures IV, L.P. ("BV IV"), 10,794,902 by MPM BioVentures IV-QP, L.P. ("BV IV QP"), and 369,334 by MPM Asset Management Investors BV4 LLC ("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. 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 QP, 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. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. See Form 4 for Vaughn Kailian for additional members of this joint filing. |
| /s/ Vaughn Kailian, member of MPM BioVentures IV LLC, the general partner of MPM BioVentures IV GP LLC, in its capacity as the general partner of MPM BioVentures IV, L.P. | 01/05/2007 | |
| /s/ Vaughn Kailian, member of MPM BioVentures IV LLC, the general partner of MPM BioVentures IV GP LLC, in its capacity as the general partner of MPM BioVentures IV-QP, L.P. | 01/05/2007 | |
| /s/ Vaughn Kailian, member of MPM Asset Management Investors BV4 LLC | 01/05/2007 | |
| s/ Vaughn Kailian, member of MPM BioVentures IV LLC, in its capacity as the general partner of MPM BioVentures IV GP LLC | 01/05/2007 | |
| /s/ Vaughn Kailian, member of MPM BioVentures IV LLC, the general partner of MPM BioVentures IV GP LLC, in its capacity as the general partner of MPM BioVentures IV, L.P. 11/01/2006 | 01/05/2007 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||