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^*

ORONSKY ARNOLD L

(Last)

(First)

(Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, 2ND FLOOR

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MYOGEN INC [ MYOG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2006

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	11/13/2006		M		7,500	A	$11.53	9,168	D
Common Stock	11/13/2006		M		7,500	A	$7.23	16,668	D
Common Stock	11/13/2006		M		2,500	A	$6.94	19,168	D
Common Stock	11/14/2006		U		1,668	D	$0⁽¹⁾	17,500	D
Common Stock	11/14/2006		U		2,786	D	$0⁽¹⁾	0	I	by Matadoro Investments LP⁽²⁾
Common Stock	11/14/2006		U		493,196	D	$0⁽¹⁾	0	I	By InterWest Partners VIII, LP⁽³⁾
Common Stock	11/14/2006		U		3,917	D	$0⁽¹⁾	0	I	By InterWest Investors VIII, LP⁽³⁾
Common Stock	11/14/2006		U		14,107	D	$0⁽¹⁾	0	I	By InterWest Investors Q VIII, LP⁽³⁾
Common Stock	11/14/2006		U		263,769	D	$0⁽¹⁾	0	I	By InterWest Partners VI, LP⁽³⁾
Common Stock	11/14/2006		U		8,275	D	$0⁽¹⁾	0	I	By InterWest Investors VI, LP⁽³⁾

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)
Stock Option (right to buy)	$11.53	11/13/2006		M			7,500	05/12/2005	05/12/2014	Common Stock	7,500	$0	0	D
Stock Option (right to buy)	$7.23	11/13/2006		M			7,500	05/11/2006	05/11/2015	Common Stock	7,500	$0	0	D
Stock Option (right to buy)	$6.94	11/13/2006		M			2,500	05/11/2006	05/11/2015	Common Stock	2,500	$0	0	D
Stock Option (right to buy)	$32.45	11/14/2006		D			10,000⁽⁴⁾	04/30/2007	05/03/2016	Common Stock	10,000	$0⁽⁴⁾	0	D

Explanation of Responses:

1. The Reporting Person tendered the shares pursuant to that certain Agreement and Plan of Merger by and among the Issuer, Gilead Sciences, Inc. ("Gilead") and Mustang Merger Sub, Inc., dated October 1, 2006 (the "Merger").

2. The Reporting Person is the Managing Member of the General Partner of Matadoro Investments LP., and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

3. The Reporting Person is a Managing Director of InterWest Management Partners VIII, LLC ("IMP8"), the general partner of each InterWest Partners VIII, LP ("IW8"), InterWest Investors VIII ("II8"), and InterWest Investors Q VIII, LP ("IIQ8"). The Reporting Person is also a Managing Director of InterWest Management Partners VI, LLC ("IMP6"), the general partner of each InterWest Partners VI, LP ("IW6") and InterWest Investors VI, LP ("II6"), (collectively, the "InterWest Funds"). As a Managing Director of IMP8 and IMP6, the Reporting Person may be deemed to have indirect beneficial ownership of the shares owned by the InterWest Funds. The Reporting Person disclaims beneficial ownership of such shares held by the InterWest Funds, except to the extent of his pecuniary interest arising therein.

4. At the Acceptance Time of the tender offer, Gilead assumed each of the Issuer's then outstanding and unexercised options (each, an "Assumed Option" and collectively the "Assumed Options"). Such options will continue to have, and be subject to the terms and conditions provided under the Assumed Options, except that (A) each Assumed Option will be exercisable for a number of whole shaes of Gilead common stock equal to the product of: (x) the number of shares of the Issuer's Comon Stock that would be issuable upon exercise of the Assumed Option immediately prior to the Acceptance Time of the tender offer, mulitiplied by (y) $0.77160 and (B) the per share exercise price for such Assumed Option would be equal to the exercise price for such Assumed Option divided by $0.77160, rounded up to the nearest whole cent.

	/s/ Arnold L. Oronsky	11/15/2006
	** 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).
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