| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/01/2007 |
3. Issuer Name and Ticker or Trading Symbol
NeurogesX Inc [ NGSX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Convertible Preferred Stock | (1) | (1) | Common Stock | 4,772,668 | $0(1) | D(2) | |
| Series B Convertible Preferred Stock | (3) | (3) | Common Stock | 5,302,986 | $0(3) | D(2) | |
| Series C Convertible Preferred Stock | (4) | (4) | Common Stock | 9,943,100 | $0(4) | D(2) | |
| Series C2 Convertible Preferred Stock | (5) | (5) | Common Stock | 7,497,552 | $0(5) | D(2) | |
| Series A Convertible Preferred Stock | (1) | (1) | Common Stock | 27,312 | $0(1) | D(6) | |
| Series B Convertible Preferred Stock | (3) | (3) | Common Stock | 30,347 | $0(3) | D(6) | |
| Series C Convertible Preferred Stock | (4) | (4) | Common Stock | 56,900 | $0(4) | D(6) | |
| Series C2 Convertible Preferred Stock | (5) | (5) | Common Stock | 50,520 | $0(5) | D(6) | |
| Series B Convertible Preferred Stock | (3) | (3) | Common Stock | 2,666,667 | $0(3) | D(7) | |
| Series C Convertible Preferred Stock | (4) | (4) | Common Stock | 2,339,915 | $0(4) | D(7) | |
| Series C2 Convertible Preferred Stock | (5) | (5) | Common Stock | 1,876,992 | $0(5) | D(7) | |
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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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: |
| 1. The Series A Convertible Preferred Stock is convertible into NeurogesX, Inc. ("NeurogesX") common stock on a one -for-one basis and has no expiration date. The number of underlying shares of common stock reported in Column 3 does not reflect a 1-for-15 reverse stock split, to be effective upon the closing of the issuer's initial public offering, pursuant to which each share of Series A Convertible Preferred Stock is convertible into one-fifteenth of a share of common stock. |
| 2. Securities held of record by ARCH Venture Fund V, L.P. ("ARCH V"). ARCH Venture Partners V, L.P. (the "GPLP"), as the sole general partner of ARCH V, may be deemed to beneficially own certain of the shares held of record by ARCH V. The GPLP disclaims beneficial ownership of all shares held of record by ARCH V in which the GPLP does not have an actual pecuniary interest. ARCH Venture Partners V, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by ARCH V. The GPLLC disclaims beneficial ownership of all shares held of record by ARCH V in which it does not have an actual pecuniary interest. Each of Messrs. Crandell, Bybee and Lazarus, as individual Managing Directors of the GPLLC, may he deemed to beneficially own certain of the shares held of record by ARCH V. Each of Messrs. Crandell, Bybee and Lazarus disclaims beneficial ownership of all shares held of record by ARCH V. |
| 3. The Series B Convertible Preferred Stock is convertible into NeurogesX common stock on a one-for-one basis and has no expiration date. The number of underlying shares of common stock reported in Column 3 does not reflect a 1-for-15 reverse stock split, to be effective upon the closing of the issuer's initial public offering, pursuant to which each share of Series B Convertible Preferred Stock is convertible into one-fifteenth of a share of common stock. |
| 4. The Series C Convertible Preferred Stock is convertible into NeurogesX common stock on a one-for-one basis and has no expiration date. The number of underlying shares of common stock reported in Column 3 does not reflect a 1-for-15 reverse stock split, to be effective upon the closing of the issuer's initial public offering, pursuant to which each share of Series C Convertible Preferred Stock is convertible into one-fifteenth of a share of common stock. |
| 5. The Series C2 Convertible Preferred Stock is convertible into NeurogesX common stock on a one-for-one basis and has no expiration date. The number of underlying shares of common stock reported in Column 3 does not reflect a 1-for-15 reverse stock split, to be effective upon the closing of the issuer's initial public offering, pursuant to which each share of Series C2 Convertible Preferred Stock is convertible into one-fifteenth of a share of common stock. |
| 6. Securities held of record by ARCH V Entrepreneurs Fund, L.P. ("Entrepreneurs"). The GPLP, as the sole general partner of Entrepreneurs, may be deemed to beneficially own certain of the shares held of record by Entrepreneurs. The GPLP disclaims beneficial ownership of all shares held of record by Entrepreneurs in which the GPLP does not have an actual pecuniary interest. The GPLLC, as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by Entrepreneurs. The GPLLC disclaims beneficial ownership of all shares held of record by Entrepreneurs in which it does not have an actual pecuniary interest. Each of Messrs. Crandell, Bybee and Lazarus, as individual Managing Directors of the GPLLC, may be deemed to beneficially own certain of the shares held of record by Entrepreneurs. Each of Messrs. Crandell, Bybee and Lazarus disclaims beneficial ownership of all shares held of record by Entrepreneurs. |
| 7. Securities held of record by Healthcare Focus Fund, L.P. ("Healthcare"). The GPLP, as the sole general partner of Healthcare, may be deemed to beneficially own certain of the shares held of record by Healthcare. The GPLP disclaims beneficial ownership of all shares held of record by Healthcare in which the GPLP does not have an actual pecuniary interest. The GPLLC, as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by Healthcare. The GPLLC disclaims beneficial ownership of all shares held of record by Healthcare in which it does not have an actual pecuniary interest. Each of Messrs. Crandell, Bybee and Lazarus, as individual Managing Directors of the GPLLC, may be deemed to beneficially own certain of the shares held of record by Healthcare. Each of Messrs. Crandell, Bybee and Lazarus disclaims beneficial ownership of all shares held of record by Healthcare. |
| Remarks: |
| /s/ Keith Crandell, as Managing Director of the general partner of the general partner of ARCH Venture Fund V, L.P. | 05/01/2007 | |
| /s/ Keith Crandell, as Managing Director of the general partner of the general partner of ARCH V Entrepreneurs Fund, L.P. | 05/01/2007 | |
| /s/ Keith Crandell, as Managing Director of the general partner of the general partner of Healthcare Focus Fund, L.P. | 05/01/2007 | |
| /s/ Keith Crandell, as Managing Director of the general partner of ARCH Venture Partners V, L.P. | 05/01/2007 | |
| /s/ Keith Crandell, as Managing Director of ARCH Venture Partners V, LLC | 05/01/2007 | |
| /s/ Keith Crandell | 05/01/2007 | |
| /s/ Clinton Bybee | 05/01/2007 | |
| /s/ Steven Lazarus | 05/01/2007 | |
| ** 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 5 (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. | ||