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^*

SUTTER MARTIN P

(Last)

(First)

(Middle)

21 WATERWAY AVENUE, SUITE 225

(Street)

THE WOODLANDS

77380

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BIOFORM MEDICAL INC [ BFRM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2010

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	02/16/2010		U		7,087,295⁽¹⁾	D	$5.45	0	I⁽²⁾	By Essex Woodlands Health Ventures Fund VI, 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)
Director Stock Option (Right to Buy)	$3.62	02/16/2010		D⁽³⁾			4,543	⁽³⁾	10/01/2019	Common Stock	4,543	$0	0	D
Director Stock Option (Right to Buy)	$2.06	02/16/2010		D⁽⁴⁾			8,053	⁽⁴⁾	07/01/2019	Common Stock	8,053	$0	0	D
Director Stock Option (Right to Buy)	$1.2	02/16/2010		D⁽⁵⁾			11,313	⁽⁵⁾	04/01/2019	Common Stock	11,313	$0	0	D
Director Stock Option (Right to Buy)	$1.03	02/16/2010		D⁽⁶⁾			16,202	⁽⁶⁾	01/02/2019	Common Stock	16,202	$0	0	D
Director Stock Option (Right to Buy)	$0.84	02/16/2010		D⁽⁷⁾			35,000	⁽⁷⁾	04/15/2014	Common Stock	35,000	$0	0	D

Explanation of Responses:

1. These shares were tendered to Vine Acquisition Corp. (the "Purchaser") pursuant to Purchaser's offer to purchase all of the outstanding shares of BioForm Medical, Inc. (the "Issuer") at a cash purchase price of $5.45 per share, without interest thereon, and less any applicable withholding taxes, subject to the terms described in the Offer to Purchase filed with the Securities and Exchange Commission on January 15, 2010 (the "Tender Offer") and the Agreement and Plan of Merger, dated as of December 31, 2009, by and among Merz GmbH & Co. KGaA, the Purchaser and the Issuer. Such shares were purchased by the Purchaser pursuant to the Tender Offer on February 16, 2010.

2. Mr. Sutter is a member of Essex Woodlands Health Ventures VI, L.L.C., the general partner of Essex Woodlands Health Ventures VI, L.P. Mr. Sutter disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

3. The shares underlying these options, which were fully vested at the closing of the Tender Offer, were canceled at the closing of the Tender Offer in exchange for a cash payment of $8,313.69, representing the number of shares of Issuer's common stock underlying such options multiplied by $5.45, less the aggregate exercise price of the options.

4. The shares underlying these options, which were fully vested at the closing of the Tender Offer, were canceled at the closing of the Tender Offer in exchange for a cash payment of $27,299.67, representing the number of shares of Issuer's common stock underlying such options multiplied by $5.45, less the aggregate exercise price of the options.

5. The shares underlying these options, which were fully vested at the closing of the Tender Offer, were canceled at the closing of the Tender Offer in exchange for a cash payment of $48,080.25, representing the number of shares of Issuer's common stock underlying such options multiplied by $5.45, less the aggregate exercise price of the options.

6. The shares underlying these options, which were fully vested at the closing of the Tender Offer, were canceled at the closing of the Tender Offer in exchange for a cash payment of $71,612.84, representing the number of shares of Issuer's common stock underlying such options multiplied by $5.45, less the aggregate exercise price of the options.

7. The shares underlying these options, which were fully vested at the closing of the Tender Offer, were canceled at the closing of the Tender Offer in exchange for a cash payment of $161,350.00, representing the number of shares of Issuer's common stock underlying such options multiplied by $5.45, less the aggregate exercise price of the options.

	/s/ Martin P. Sutter	02/19/2010
	** Signature of Reporting Person	Date
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