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^*

PRESIDIO MANAGEMENT GROUP VIII L L C

(Last)

(First)

(Middle)

2735 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Altus Pharmaceuticals Inc. [ ALTU ]

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)
01/31/2006

4. If Amendment, Date of 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

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	01/31/2006		C		2,569,225	A	⁽¹⁾	2,569,225	I	Directly Owned by USVP VIII⁽²⁾
Common Stock	01/31/2006		C		18,913	A	⁽¹⁾	18,913	I	Directly Owned by AFF VIII⁽²⁾
Common Stock	01/31/2006		C		24,115	A	⁽¹⁾	24,115	I	Directly Owned by EP VIII-A⁽²⁾
Common Stock	01/31/2006		C		12,883	A	⁽¹⁾	12,883	I	Directly Owned by EP VIII-B⁽²⁾
Common Stock	01/31/2006		J⁽³⁾		378,234	A	⁽³⁾	2,947,459	I	Directly owned by USVP VIII⁽²⁾
Common Stock	01/31/2006		J⁽³⁾		2,783	A	⁽³⁾	21,696	I	Directly owned by AFF VIII⁽²⁾
Common Stock	01/31/2006		J⁽³⁾		3,550	A	⁽³⁾	27,665	I	Directly owned by EP VIII-A⁽²⁾
Common Stock	01/31/2006		J⁽³⁾		1,895	A	⁽³⁾	14,778	I	Directly owned by EP VIII-B⁽²⁾

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)
Preferred Series B	⁽¹⁾	01/31/2006		C			3,969,479	⁽¹⁾	⁽¹⁾	Common Stock	1,747,338	$0	0	I	Directly owned by USVP VIII⁽²⁾
Preferred Series C	⁽¹⁾	01/31/2006		C			1,867,106	⁽¹⁾	⁽¹⁾	Common Stock	821,887	$0	0	I	Directly owned by USVP VIII⁽²⁾
Preferred Series B	⁽¹⁾	01/31/2006		C			29,209	⁽¹⁾	⁽¹⁾	Common Stock	12,857	$0	0	I	Directly owned by AFF VIII⁽²⁾
Preferred Series C	⁽¹⁾	01/31/2006		C			13,758	⁽¹⁾	⁽¹⁾	Common Stock	6,056	$0	0	I	Directly owned by AFF VIII⁽²⁾
Preferred Series B	⁽¹⁾	01/31/2006		C			37,296	⁽¹⁾	⁽¹⁾	Common Stock	16,416	$0	0	I	Directly owned by EP VIII-A⁽²⁾
Preferred Series C	⁽¹⁾	01/31/2006		C			17,492	⁽¹⁾	⁽¹⁾	Common Stock	7,699	$0	0	I	Directly owned by EP VIII-A⁽²⁾
Preferred Series B	⁽¹⁾	01/31/2006		C			19,885	⁽¹⁾	⁽¹⁾	Common Stock	8,752	$0	0	I	Directly owned by EP VIII-B⁽²⁾
Preferred Series C	⁽¹⁾	01/31/2006		C			9,385	⁽¹⁾	⁽¹⁾	Common Stock	4,131	$0	0	I	Directly owned by EP VIII-B⁽²⁾
Warrant	$9.802							09/26/2001	09/26/2008	Common Stock	146,869⁽⁴⁾		352,163	I	Directly owned by USVP VIII⁽²⁾
Warrant	$9.802							09/26/2001	09/26/2008	Common Stock	1,080⁽⁴⁾		2,592	I	Directly owned by AFF VIII⁽²⁾
Warrant	$9.802							09/26/2001	09/26/2008	Common Stock	1,380⁽⁴⁾		3,303	I	Directly owned by EP VIII-A⁽²⁾
Warrant	$9.802							09/26/2001	09/26/2008	Common Stock	735⁽⁴⁾		1,765	I	Directly owned by EP VIII-B⁽²⁾
Warrant	$9.802							12/07/2001	12/07/2008	Common Stock	24,478⁽⁴⁾		352,163	I	Directly owned by USVP VIII⁽²⁾
Warrant	$9.802							12/07/2001	12/07/2008	Common Stock	180⁽⁴⁾		2,592	I	Directly owned by AFF VIII⁽²⁾
Warrant	$9.802							12/07/2001	12/07/2008	Common Stock	230⁽⁴⁾		3,303	I	Directly owned by EP VIII-A⁽²⁾
Warrant	$9.802							12/07/2001	12/07/2008	Common Stock	122⁽⁴⁾		1,765	I	Directly owned by EP VIII-B⁽²⁾
Warrant	$9.802							05/21/2004	05/21/2011	Common Stock	180,816⁽⁴⁾		352,163	I	Directly owned by USVP VIII⁽²⁾
Warrant	$9.802							05/21/2004	05/21/2011	Common Stock	1,332⁽⁴⁾		2,592	I	Directly owned by AFF VIII⁽²⁾
Warrant	$9.802							05/21/2004	05/21/2011	Common Stock	1,693⁽⁴⁾		3,303	I	Directly owned by EP VIII-A⁽²⁾
Warrant	$9.802							05/21/2004	05/21/2011	Common Stock	908⁽⁴⁾		1,765	I	Directly owned by EP VIII-B⁽²⁾
Stock Option (right to buy)	$3.92							12/21/2001	12/21/2011⁽⁵⁾	Common Stock	8,722		8,722	I	Directly owned by Root (Director)

1. Name and Address of Reporting Person^*

PRESIDIO MANAGEMENT GROUP VIII L L C

(Last)

(First)

(Middle)

2735 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ROOT JONATHAN D

(Last)

(First)

(Middle)

2735 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Rust Christopher J

(Last)

(First)

(Middle)

2735 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

YOUNG PHILIP M

(Last)

(First)

(Middle)

2735 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Automatic conversion on a .4401933369 -to- 1 basis into common stock upon the closing of the Issuer's initial public offering .

2. See additional Form 4 filed by Presidio Management Group VIII, LLC ("PMG VIII") for additional members of this joint filing. PMG VIII is the general partner of US Venture Partners VIII, L.P. ("USVP VIII"), USVP Entrepreneur Partners VIII-A, L.P. ("EP VIII-A"), USVP Entrepreneur Partners VIII-B, L.P. ("EP VIII-B"), and USVP VIII Affiliates Fund, L.P. ("AFF VIII"), and Timothy Connors, Irwin Federman, Winston S. Fu, Steven M. Krausz, David E. Liddle, Jonathan D. Root, Christopher Rust, and Philip M. Young, the managing members of PMG VIII, may be deemed to share voting and dispositive power over the shares held by USVP VIII, EP VIII-A, EP VIII-B and AFF VIII. Such persons and entities disclaim beneficial ownership of shares held by USVP VIII, EP VIII-A, EP VIII-B and AFF VIII except to the extent of any pecuniary interest therein.

3. Holders of Preferred Series B and C stock received a stock dividend in accordance with a calculation defined in the Issuer's Articles of Incorporation upon closing of the Issuer's initial public offering.

4. Warrants were automatically adjusted on a basis of .4401933369 - to- 1 upon closing of the Issuer's public offering. The number of adjusted warrants reported are convertable into common stock on a 1 for 1 basis.

5. Options have a term of ten years vesting over four years , with 1/16th of the option vesting every three months. Options are immediately exercisable for restricted stock, which are subject to a repurchase right by the Altus that lapse based on the vesting schedule set forth above.

Remarks:

	Michael P. Maher - Attorney-in-fact for each joint filier	01/31/2006
	** 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).
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