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, 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 *   NICHOLSON BARCLAY 2. Date of Event Requiring Statement (Month/Day/Year) 12/23/2008 3. Issuer Name and Ticker or Trading Symbol SOLTA MEDICAL INC [SLTM] (Last) (First) (Middle) 3200 ALPINE RD, C/O THREE ARCH PARTNERS 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) PORTOLA VALLEY, CA 94028 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 Beneficially Owned

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) Common Stock 6,285,596 I See Footnote. (1) Common Stock 297,137 I See Footnote. (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
NICHOLSON BARCLAY 3200 ALPINE RD C/O THREE ARCH PARTNERS PORTOLA VALLEY, CA 94028	Â	  X	Â	Â
THREE ARCH CAPITAL LP 3200 ALPINE RD C/O THREE ARCH PARTNERS PORTOLA VALLEY, CA 94028	Â	  X	Â	Â
TAC ASSOCIATES LP 3200 ALPINE RD C/O THREE ARCH PARTNERS PORTOLA VALLEY, CA 94028	Â	  X	Â	Â
TAC MANAGEMENT LLC 3200 ALPINE RD C/O THREE ARCH PARTNERS PORTOLA VALLEY, CA 94028	Â	  X	Â	Â
JAEGER WILFRED E 3200 ALPINE RD C/O THREE ARCH PARTNERS PORTOLA VALLEY, CA 94028	Â	  X	Â	Â
WAN MARK A 3200 ALPINE RD C/O THREE ARCH PARTNERS PORTOLA VALLEY, CA 94028	Â	  X	Â	Â

Signatures

Barclay Nicholson		01/20/2009
**Signature of Reporting Person		Date
Three Arch Capital, L.P., by TAC Management, L.L.C., its general partner, by Barclay Nicholson, a managing member		01/20/2009
**Signature of Reporting Person		Date
TAC Associates, L.P., by TAC Management, L.L.C., its general partner, by Barclay Nicholson, a managing member		01/20/2009
**Signature of Reporting Person		Date
TAC Management, L.L.C., by Barclay Nicholson, a managing member		01/20/2009
**Signature of Reporting Person		Date
Wilfred Jaeger		01/20/2009
**Signature of Reporting Person		Date
Mark Wan		01/20/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares are held directly by Three Arch Capital, L.P. ("TAC"). Mark Wan ("Wan"), Wilfred Jaeger ("Jaeger") and Barclay Nicholson ("Nicholson") are managing members of, and have certain voting rights in, TAC Management, L.L.C. ("TACM"), which is the General Partner of TAC. TACM may be deemed to have sole voting and dispositive power over the shares which are owned directly by TAC, but disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. Each of Wan, Jaeger and Nicholson may be deemed to have shared voting and dispositive power over the shares which are owned directly by TAC, but each disclaims beneficial ownership of such shares except to the extent of his or her pecuniary interest therein.
(2)	Shares are held directly by TAC Associates, L.P. ("TACA"). Wan, Jaeger and Nicholson are managing members of, and have certain voting rights in, TACM, which is the General Partner of TACA. TACM may be deemed to have sole voting and dispositive power over the shares which are owned directly by TACA, but disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. Each of Wan, Jaeger and Nicholson may be deemed to have shared voting and dispositive power over the shares which are owned directly by TACA, but each disclaims beneficial ownership of such shares except to the extent of his or her pecuniary interest therein.

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