Edgar Filing: AFFYMAX INC

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 ^*

MPM BioVentures Strategic Fund LP

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)

C/O MPM ASSET MANAGEMENT, 200 CLARENDON STREET, 54TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2006

(Street)

BOSTON, MA 02116

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	12/19/2006		X		107,266 ⁽⁵⁾	A	$ 17	138,514	I	See Footnote ⁽¹⁾
Common Stock	12/19/2006		F		72,943 ⁽²⁾	D	$ 25	65,571	I	See Footnote ⁽³⁾
Common Stock	12/20/2006		C		516,351 ⁽⁹⁾	A	$ 0 ⁽⁷⁾	581,922	I	See Footnote ⁽¹³⁾
Common Stock	12/20/2006		C		554,727 ⁽¹⁰⁾	A	$ 0 ⁽⁸⁾	1,136,649	I	See Footnote ⁽¹⁴⁾
Common Stock	12/20/2006		C		463,820 ⁽¹¹⁾	A	$ 0 ⁽⁸⁾	1,600,469	I	See Footnote ⁽¹⁵⁾

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

Warrant (Right to Buy)

$ 17

12/19/2006

107,266

⁽⁴⁾

Common Stock

107,266 ⁽⁵⁾

$ 0

See Footnote ⁽¹²⁾

Series B Convertible Preferred Stock

⁽⁷⁾

12/20/2006

350,000

⁽⁶⁾

Common Stock

516,351 ⁽⁹⁾

$ 0

See Footnote ⁽¹²⁾

Series C Convertible Preferred Stock

⁽⁸⁾

12/20/2006

554,727

⁽⁶⁾

Common Stock

554,727 ⁽¹⁰⁾

$ 0

See Footnote ⁽¹²⁾

Series D Convertible Preferred Stock

⁽⁸⁾

12/20/2006

463,820

⁽⁶⁾

Common Stock

463,820 ⁽¹¹⁾

$ 0

See Footnote ⁽¹²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MPM BioVentures Strategic Fund LP C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116		X
MPM BIOVENTURES III GP LP C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116		X
MPM BIOVENTURES III LLC C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116		X
SIMON NICHOLAS J III C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116		X
HENNER DENNIS C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116		X

Signatures

By Luke Evnin Series A Member of MPM BioVentures III, LLC, the general partner of MPM BioVentures III GP, the General Partner of MPM BioVentures Strategic Fund, L.P. /s/ Luke Evnin		12/21/2006
^**Signature of Reporting Person		Date
By Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, L.P./s/ Luke Evnin		12/21/2006
^**Signature of Reporting Person		Date
By Luke Evnin, Series A Member of MPM BioVentures III, LLC /s/ Luke Evnin		12/21/2006
^**Signature of Reporting Person		Date
/s/ Nicholas J. Simon III		12/21/2006
^**Signature of Reporting Person		Date
/s/ Dennis Henner		12/21/2006
^**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 shares are held as follows: 93,388 by MPM BioVentures II-QP, L.P. ("BV II QP"), 10,305 by MPM BioVentures II, L.P. ("BV II"), 1,938 by MPM Asset Management Investors 2001 LLC ("AM 2001") and 32,883 by MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG ("BV KG"). MPM Asset Management II, L.P. ("AM II GP") and MPM Asset Management II LLC ("AM II LLC") are the direct and indirect general partners of BV II QP, BV II and BV KG. Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Michael Steinmetz and Kurt Wheeler are the members of AM II LLC and AM 2001. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.
(2)	The shares were net exercised and disposed of as follows: 49,178 by BV II QP, 5,427 BV II, 1,021 AM 2001 and 17,317 by BV KG.
(3)	The shares are held as follows: 44,210 by BV II QP, 4,878 BV II, 917 AM 2001 and 15,566 by BV KG. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.
(4)	Immediately exercisable. These warrants shall expire upon the closing of the Issuer's initial public offering.
(5)	The warrants are held as follows: 72,320 by BV II QP, 7,980 BV II, 1,501 AM 2001 and 25,465 by BV KG.
(6)	These securities are preferred stock of the Issuer and do not have an expiration date. These securities automatically converted into shares of common stock upon the closing of the Issuer's initial public offering.
(7)	Each share of Series B Convertible Preferred Stock automatically converted into shares of Common Stock on a 1.47528 for 1 basis immediately prior to the closing of the Issuer's initial public offering.
(8)	Each share of Series C Convertible Preferred Stock and Series D Convertible Preferred Stock automatically converted into shares of Common Stock on a 1 for 1 basis immediately prior to the closing of the Issuer's initial public offering.
(9)	The shares are held as follows: 348,125 by BV II QP, 38,416 BV II, 7,228 AM 2001 and 122,582 by BV KG.
(10)	The shares are held as follows: 373,999 by BV II QP, 41,271 BV II, 7,765 AM 2001 and 131,692 by BV KG.
(11)	The shares are held as follows: 223,363 by BV II QP, 24,648 BV II, 4,638 AM 2001, 78,651 by BV KG and 132,520 by MPM BioVentures Strategic Fund, L.P. ("MPM SF"). MPM BioVentures III GP, L.P. ("BV III GP") and MPM BioVentures III LLC ("BV III LLC") are the direct and indirect general partners of MPM SF. Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Michael Steinmetz, Nicholas J. Simon III, Dennis Henner and Kurt Wheeler are members of BV III GP and BV III LLC.
(12)	No securities owned.
(13)	The shares are held as follows: 392,335 by BV II QP, 43,294 BV II, 8,145 AM 2001 and 138,148 by BV KG. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.
(14)	The shares are held as follows: 766,334 by BV II QP, 84,565 BV II, 15,910 AM 2001 and 269,840 by BV KG. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.
(15)	The shares are held as follows: 989,697 by BV II QP, 109,213 BV II, 20,548 AM 2001, 348,491 by BV KG and 132,520 by MPM SF. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.
Remarks: See Form 4 for MPM BioVentures II-QP, L.P. for additional filers.

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