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^*

ALTA PARTNERS

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 3700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TorreyPines Therapeutics, Inc. [ TPTX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2009

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)
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	09/03/2009		S		166,762	D	$0.2327⁽¹⁾	1,091,282	I	See footnotes⁽²⁾⁽³⁾
Common Stock	09/03/2009		S		47,510	D	$0.2327⁽¹⁾	310,904	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	09/03/2009		S		2,107	D	$0.2327⁽¹⁾	13,786	I	See footnotes⁽³⁾⁽⁵⁾
Common Stock	09/03/2009		S		72,525	D	$0.2327⁽¹⁾	474,603	I	See footnotes⁽⁶⁾⁽⁷⁾
Common Stock	09/03/2009		S		4,871	D	$0.2327⁽¹⁾	31,873	I	See footnotes⁽⁷⁾⁽⁸⁾
Common Stock	09/03/2009		S		1,787	D	$0.2327⁽¹⁾	12,056	I	See footnotes⁽⁷⁾⁽⁹⁾
Common Stock	09/08/2009		S		238,256	D	$0.2195⁽¹⁰⁾	853,026	I	See footnotes⁽²⁾⁽³⁾
Common Stock	09/08/2009		S		67,879	D	$0.2195⁽¹⁰⁾	243,025	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	09/08/2009		S		3,010	D	$0.2195⁽¹⁰⁾	10,776	I	See footnotes⁽³⁾⁽⁵⁾
Common Stock	09/08/2009		S		103,618	D	$0.2195⁽¹⁰⁾	370,985	I	See footnotes⁽⁶⁾⁽⁷⁾
Common Stock	09/08/2009		S		6,959	D	$0.2195⁽¹⁰⁾	24,914	I	See footnotes⁽⁷⁾⁽⁸⁾
Common Stock	09/08/2009		S		2,553	D	$0.2195⁽¹⁰⁾	9,143	I	See footnotes⁽⁷⁾⁽⁹⁾

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)

1. Name and Address of Reporting Person^*

ALTA PARTNERS

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 3700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DELEAGE JEAN

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 3700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Not director or 10% owner

1. Name and Address of Reporting Person^*

ALTA CALIFORNIA PARTNERS II LP

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 3700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		No longer 10% owner

1. Name and Address of Reporting Person^*

ALTA CALIFORNIA MANAGEMENT PARTNERS II LLC

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 3700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		No longer 10% owner

1. Name and Address of Reporting Person^*

ALTA EMBARCADERO PARTNERS II LLC

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 3700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		No longer 10% owner

1. Name and Address of Reporting Person^*

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

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 3700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		No longer 10% owner

1. Name and Address of Reporting Person^*

Alta California Management Partners II, LLC -- New Pool

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 3700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		No longer 10% owner

1. Name and Address of Reporting Person^*

NOHRA GUY P

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 3700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		No longer 10% owner

1. Name and Address of Reporting Person^*

JANNEY DANIEL

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 3700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		No longer 10% owner

1. Name and Address of Reporting Person^*

GRUENER GARRETT

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 3700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		No longer 10% owner

Explanation of Responses:

1. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $0.23 to $0.2451 per share. The reporting persons undertake to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

2. These securities are held of record by Alta California Partners II, L.P. ("ACPII"). Alta California Management Partners II, LLC ("ACMPII") is the General Partner of ACPII. Jean Deleage, Garrett Gruener, Guy Nohra, and Daniel Janney are managing directors of ACMPII and they exercise shared voting and investment power with respect to the shares owned by ACPII. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extend of his pecuniary interest therein.

3. Alta Partners Managment Corp. ("AP") provides investment advisor services to ACPII, Alta California Partners II, L.P. - New Pool ("ACPII-NP"), and Alta Embarcadero Partners II, LLC ("AEPII"). The respective general partners and members of such funds exercise shared voting and investment power with respect to the shares held by such funds. Certain principals of AP are also managing directors of ACMPII, Alta California Management Partners II, LLC - New Pool ("ACMPII-NP"), and members of AEPII. The principals of AP disclaim beneficial ownership of all such shares held by the forementioned funds except to the extent of their proportionate pecuniary interests therein.

4. These securities are held of record by ACPII-NP and ACMPII-NP is the General Partner of ACPII-NP. Jean Deleage, Garrett Gruener, Guy Nohra, and Daniel Janney are managing directors of ACMPII-NP and they exercise shared voting and investment power with respect to the shares owned by ACPII-NP. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extend of his pecuniary interest therein.

5. These securities are held of record by AEPII. Jean Deleage, Garrett Gruener, and Guy Nohra, are managers of AEPII and they exercise shared voting and investment power with respect to the shares owned by AEPII. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extend of his pecuniary interest therein.

6. These securities are held of record by Alta BioPharma Partners III, L.P. ("ABPIII"). Alta BioPharma Management Partners III, LLC ("ABMPIII") is the General Partner of ABPIII. Jean Deleage, Farah Champsi, Edward Penhoet, and Edward Hurwitz are directors of ABMPIII and they exercise shared voting and investment power with respect to the shares owned by ABPIII. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extend of his pecuniary interest therein.

7. Alta Partners III, Inc.("APIII") provides investment advisor services to ABPIII, Alta BioPharma Partners III GmbH & Co. Beteiligungs KG ("ABPIIIKG"), and Alta Embarcadero BioPharma Partners III, LLC ("AEBPIII"). The respective general partners and members of such funds exercise shared voting and investment power with respect to the shares held by such funds. Certain principals of APIII are also directors of ABMPIII and members of AEBPIII. The principals of APIII disclaim beneficial ownership of all such shares held by the forementioned funds except to the extent of their proportionate pecuniary interests therein.

8. These securities are held of record by ABPIIIKG and ABMPIII is the General Partner of ABPIIIKG.

9. These securities are held of record by AEBPIII. Jean Deleage, Farah Champsi, Edward Penhoet, and Edward Hurwitz are managers and they exercise shared voting and investment power with respect to the shares owned by AEBPIII. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extend of his pecuniary interest therein.

10. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $0.20 to $0.24 per share. The reporting persons undertake to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

Remarks:

Cross reference to form 4 filed on behalf Alta Partners III, Inc.

	/s/ Jean Deleage, Principal	09/08/2009
	/s/ Jean Deleage	09/08/2009
	By: Alta California Management Partners II, LLC, its General Partner, /s/ Jean Deleage, Managing Director	09/08/2009
	/s/ Jean Deleage, Managing Director	09/08/2009
	/s/ Jean Deleage, Manager	09/08/2009
	By: Alta California Managment Partners II, LLC - New Pool, its General Partner, /s/ Jean Deleage, Managing Director	09/08/2009
	/s/ Jean Deleage, Managing Director	09/08/2009
	/s/ Guy Nohra	09/08/2009
	/s/ Daniel Janney	09/08/2009
	/s/ Garrett Gruener	09/08/2009
	** 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.
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