Edgar Filing: HURWITZ EDWARD

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Alta Partners III, Inc.

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

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 3700,

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

(Street)

SAN FRANCISCO, CA 94111

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Alta Partners III, Inc. ONE EMBARCADERO CENTER, SUITE 3700 SAN FRANCISCO, CA 94111				Former 10% owner
ALTA BIOPHARMA PARTNERS III LP ONE EMBARCADERO CENTER SUITE 3700 SAN FRANCISCO, CA 94111				No longer 10% owner
ALTA BIOPHARMA MANAGEMENT III LLC ONE EMBARCADERO CENTER, SUITE 3700 SAN FRANCISCO, CA 94111				No longer 10% owner
ALTA BIOPHARMA PARTNERS III GMBH & CO BETEILIGUNGS KG ONE EMBARCADERO CENTER, SUITE 3700 SAN FRANCISCO, CA 94111				No longer 10% owner
ALTA EMBARCADERO BIOPHARMA PARTNERS III LLC ONE EMBARCADERO CENTER, SUITE 3700 SAN FRANCISCO, CA 94111				No longer 10% owner
DELEAGE JEAN ONE EMBARCADERO CENTER SUITE 3700 SAN FRANCISCO, CA 94111				Not director or 10% owner
CHAMPSI FARAH ONE EMBARCADERO CENTER SUITE 4050 SAN FRANCISCO, CA 94132				No longer 10% owner
PENHOET EDWARD ONE EMBARCADERO CENTER SUITE 3700 SAN FRANCISCO, CA 94111				No longer 10% owner
HURWITZ EDWARD ONE EMBARCADERO CENTER, SUITE 3700 SAN FRANCISCO, CA 94111				No longer 10% owner

Signatures

/s/ Farah Champsi, Principal		09/08/2009
^**Signature of Reporting Person		Date
By: Alta BioPharma Management Partners III, LLC, its General Partner, /s/ Farah Champsi, Director		09/08/2009
^**Signature of Reporting Person		Date
/s/ Farah Champsi, Director		09/08/2009
^**Signature of Reporting Person		Date
By: Alta BioPharma Management Partners III, LLC, its General Partner, /s/ Farah Champsi, Director		09/08/2009
^**Signature of Reporting Person		Date
/s/ Farah Champsi, Manager		09/08/2009
^**Signature of Reporting Person		Date
/s/ Jean Deleage		09/08/2009
^**Signature of Reporting Person		Date
/s/ Farah Champsi		09/08/2009
^**Signature of Reporting Person		Date
/s/ Edward Penhoet		09/08/2009
^**Signature of Reporting Person		Date
/s/ Edward Hurwitz		09/08/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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 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.
(3)	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.
(4)	These securities are held of record by ABPIIIKG and ABMPIII is the General Partner of ABPIIIKG.
(5)	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.
(6)	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.
(7)	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.
(8)	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.
(9)	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.
(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 of Alta Partners.

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