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^*

JANNEY DANIEL

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 4050

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COTHERIX INC [ CTRX ]

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)
10/15/2004

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	10/15/2004	⁽¹⁾	C		1,862,546⁽²⁾	A	$0.00	2,004,837	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	10/15/2004	⁽¹⁾	C		1,363,200⁽⁵⁾	A	$0.00	1,363,200	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	10/15/2004	⁽¹⁾	P		416,666⁽⁶⁾	A	$6	2,421,503	I	See footnotes⁽³⁾⁽⁴⁾

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 B Preferred Stock	$0.00	10/15/2004		C			715,481⁽⁷⁾⁽⁸⁾	⁽⁹⁾	⁽¹⁾	Common	715,481⁽⁷⁾⁽⁸⁾	$0.00	0	I	See footnotes⁽³⁾⁽⁴⁾
Series C Preferred Stock	$0.00	10/15/2004		C			1,147,065⁽¹⁰⁾⁽¹¹⁾	⁽⁹⁾	⁽¹⁾	Common	1,147,065⁽¹⁰⁾⁽¹¹⁾	$0.00	0	I	See footnotes⁽³⁾⁽⁴⁾
Series C Preferred Stock	$0.00	10/15/2004		C			1,363,200⁽¹¹⁾⁽¹²⁾	⁽⁹⁾	⁽¹⁾	Common	1,363,200⁽¹¹⁾⁽¹²⁾	$0.00	0	I	See footnotes⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

JANNEY DANIEL

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 4050

(Street)

SAN FRANCISCO

94111

(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^*

ALTA EMBARCADERO PARTNERS III LLC

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 4050

(Street)

SAN FRANCISCO

94111

(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^*

ALTA BIOPHARMA PARTNERS III GMBH & CO BETEILIGUNGS KG

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 4050

(Street)

SAN FRANCISCO

94111

(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^*

ALTA CALIFORNIA PARTNERS III LP

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 4050

(Street)

SAN FRANCISCO

94111

(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^*

ALTA CALIFORNIA MANAGEMENT PARTNERS III LLC

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 4050

(Street)

SAN FRANCISCO

94111

(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^*

ALTA EMBARCADERO BIOPHARMA PARTNERS III LLC

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 4050

(Street)

SAN FRANCISCO

94111

(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^*

ALTA BIOPHARMA PARTNERS III LP

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 4050

(Street)

SAN FRANCISCO

94111

(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^*

ALTA BIOPHARMA MANAGEMENT III LLC

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 4050

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Not applicable

2. Upon the effective date of the Issuer's IPO: Alta California Partners III, L.P. ("ACPIII") shares converted into 1,804,891 shares of Common Stock and Alta Embarcadero Partners III, LLC ("AEPIII") shares converted into 57,655 shares of Common Stock.

3. Daniel Janney, Director, is a managing director of Alta California Managment Partners III, LLC ("ACMPIII") (which is the general partner ("gp") of Alta California Partners III, L.P. ("ACPIII") & a manager of Alta Embarcadero Partners III, LLC ("AEPIII"). As a managing director & manager of such funds, he may be deemed to share voting & investment powers over the shares held by ACPIII & AEPIII. He is a member of Alta BioPharma Managment III, LLC ("ABPMIII") with no voting or investment powers over the shares held by Alta BioPharma Partners III, L.P. ("ABPIII"). He disclaims ownership of all such shares held by all the foregoing funds except to the extent of their proportionate pecuniary interests therein.

4. Alta Partners II, Inc. provides investment advisory services to several funds including ACPIII, AEPIII, ABPIII, Alta BioPharma Partners III GmbH & Co. Beteilgungs KG ("ABPIIIKG") & Alta Embarcadero BioPharma Partners III, LLC ("AEBPIII"). The respective managing directors ("md") of ABMPIII (which is the general partner of ABPIII & ABPIIIKG) & managers of AEPIII, exercise sole voting & investment power with respect to the shares owned by such funds. G. Gruener, G. Nohra & D. Janney (collectively known as the "principals") are md of ACMPIII & members of AEPIII. J. Deleage, F. Champsi, E. Hurwitz & E. Penhoet (collectively known as the "principals") are directors of ABMPIII (which is the gp of ABPIII & ABPIIIKG & managers of AEBPIII. The principals may be deemed to share voting & investment powers over the shares held by the funds. The principals disclaim beneficial ownership of all such shares held by the funds, except to the extent of their porportionate pecuniary interest therein.

5. Upon the effective date of the Issuer's IPO: Alta BioPharma Partners III, L.P. shares converted into 1,242,942 shares of Common Stock, Alta BioPharma Partners III GmbH & Co. Beteiligungs KG shares converted into 112,054 shares of Common Stock, and Alta Embarcadero BioPharma Partners III, LLC shares converted into 8,204 shares of Common Stock.

6. At the Issuer's IPO, Alta California Partners III, L.P. purchased 416,666 shares of Common Stock.

7. Series B Preferred Stock: Alta California Partners III, L.P. beneficially owns 695,371 shares and Alta Embarcadero Partners III, LLC beneficially owns 20,110 shares.

8. Reflects 1:0.606 reverse stock split and the conversion adjustment of 1.0626 for Series B Preferred Stock.

9. Immediately

10. Series C Preferred Stock: Alta California Partners III, L.P. beneficially owns 1,109,597 shares and Alta Embarcadero Partners III, LLC beneficially owns 37,468 shares.

11. Reflects 1:0.606 reverse stock split and the conversion adjustment of 1.0686 for the Series C Preferred Stock.

12. Series C Preferred Stock: Alta BioPharma Partners III, L.P. beneficially owns 1,242,942 shares and Alta BioPharma Partners III GmbH & Co. Beteiligungs KG beneficially owns 112,054 shares, and Alta Embarcadero BioPharma Partners III, LLC benefically owns 8,204 shares.

Remarks:

Cross-Reference to Form 4 for Alta Partners II, Inc. filed on 10/19/2004

	Daniel Janney	10/19/2004
	Guy Nohra, Member	10/19/2004
	Farah Champsi, Director	10/19/2004
	Guy Nohra, Managing Director	10/19/2004
	Guy Nohra, Member	10/19/2004
	Farah Champsi, Manager	10/19/2004
	Farah Champsi, Director	10/19/2004
	Farah Champsi, Director	10/19/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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