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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(Print or Type Responses)
1. Name and Address of Reporting Person *
APAX PARTNERS EUROPE MANAGERS LTD
  2. Issuer Name and Ticker or Trading Symbol
AFFYMAX INC [AFFY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
33 JERMYN STREET
3. Date of Earliest Transaction (Month/Day/Year)
09/11/2009
(Street)

LONDON, X0 SW1Y 6DN
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)
Code V Amount (A) or (D) Price
Common Stock 09/11/2009   S   226,394 D $ 21 1,257,749 I SEE FOOTNOTE (1) (2)

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
APAX PARTNERS EUROPE MANAGERS LTD
33 JERMYN STREET
LONDON, X0 SW1Y 6DN
    X    
Apax Europe V GP Co.LTD
33 JERMYN STREET
LONDON, X0 SW1Y 6DN
    X    

Signatures

 /s/ Martin Halusa APAX PARTNERS EUROPE MANAGERS, LTD.   09/14/2009
**Signature of Reporting Person Date

 /s/ Paul Fitzsimons APAX PARTNERS EUROPE MANAGERS, LTD.   09/14/2009
**Signature of Reporting Person Date

 /s/ Denise Fallaize APAX EUROPE V GP CO. LIMITED   09/14/2009
**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) The securities were sold directly as follows: (i) 141,505 by Apax Europe V-A, L.P. ("Apax Europe V-A"), (ii) 25,452 by Apax Europe V-B, L.P. ("Apax Europe V-B"), (iii) 14,470 by Apax Europe V-C GmbH, Co. KG ("Apax Europe V-C"), (iv) 19,071 by Apax V-D, L.P. ("Apax Europe V-D"), (v) 18,993 by Apax Europe V-E, L.P. ("Apax Europe V-E"), (vi) 3,341 by Apax Europe V-F, C.V. ("Apax Europe V-F"), (vii) 3,341 by Apax Europe V-G, C.V. ("Apax Europe V-G"), (viii) 108 by Apax Europe V-1, L.P. ("Apax Europe V-1"), and (ix) 113 by Apax Europe V-2, L.P. ("Apax Europe V-2" and together with Apax Europe V-A, Apax Europe V-B, Apax Europe V-C, Apax Europe V-D, Apax Europe V-E, Apax Europe V-F, Apax Europe V-G and Apax Europe V-1, the "Europe V Funds").
(2) The statement is being filed by Apax Partners Europe Managers Ltd. ("Apax Europe Managers") and Apax Europe V GP Co. Limited ("Apax Europe V GP" and together with Apax Europe Managers, the "Reporting Persons"). Apax Europe Managers serves as the discretionary investment manager of the Europe V Funds and Apax Europe V GP serves as the general partner of the Europe V Funds. The securities beneficially owned following the reporting transaction are owned directly as follows: (i) 786,139 by Apax Europe V-A, (ii) 141,402 by Apax Europe V-B, (iii) 80,389 by Apax Europe V-C, (iv) 105,947 by Apax Europe V-D, (v) 105,520 by Apax Europe V-E, (vi) 18,562 by Apax Europe V-F, (vii) 18,562 by Apax Europe V-G, (viii) 600 by Apax Europe V-1 and (ix) 628 by Apax Europe V-2. Each of the Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of its pecuniary interest.

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