SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

QVT Associates GP LLC

(Last)

(First)

(Middle)

1177 AVENUE OF THE AMERICAS

9TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MEDIVATION, INC. [ MDVN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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, $0.01 par value	06/02/2011		S		25,100	D	$22.82	3,943,531	I	Through QVT Fund LP and Quintessence Fund L.P.
Common Stock, $0.01 par value	06/02/2011		S		25,652	D	$22.85	3,917,879	I	Through QVT Fund LP and Quintessence Fund L.P.
Common Stock, $0.01 par value	06/03/2011		S		79,591	D	$22.7	3,838,288	I	Through QVT Fund LP and Quintessence Fund L.P.
Common Stock, $0.01 par value	06/03/2011		S		10,578	D	$22.56	3,827,710	I	Through QVT Fund LP and Quintessence Fund L.P.
Common Stock, $0.01 par value	06/06/2011		S		54,377	D	$22.58	3,773,333	I	Through QVT Fund LP and Quintessence Fund L.P.
Common Stock, $0.01 par value	06/06/2011		S		67,151	D	$21.91	3,706,182	I	Through QVT Fund LP and Quintessence Fund L.P.
Common Stock, $0.01 par value	06/06/2011		S		6,306	D	$22.15	3,699,876	I	Through QVT Fund LP and Quintessence Fund L.P.

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

Remarks:

On June 2, 2011, a number of funds to which QVT Associates GP LLC serves as general partner (collectively, the "Funds") sold a total of 50,752 shares of Common Stock. On June 3, 2011, the Funds sold a total of 90,169 shares of Common Stock. On June 6, 2011, the Funds sold a total of 127,834 shares of Common Stock. As a result, the Funds collectively beneficially own 3,699,876 shares of Common Stock. QVT Associates GP LLC, by virtue of serving as general partner to the Funds, may be deemed to beneficially own the aggregate number of shares of Common Stock owned by the Funds and accordingly, QVT Associates GP LLC may be deemed to be the indirect beneficial owner of an aggregate amount of 3,699,876 shares of Common Stock.

	/s/ Tracy Fu, Managing Member	06/06/2011
	** 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 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).
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