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*
CVCA, LLC

(Last) (First) (Middle)
J.P. MORGAN PARTNERS, LLC
1221 AVENUE OF THE AMERICAS - 40TH FLOOR

(Street)
NEW YORK NY 10020

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ANESIVA, INC. [ CGTK ]
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)
12/15/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
12/19/2005
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)
Code V Amount (A) or (D) Price
Common Stock 12/15/2005 A 2,144,689(1) A $0(2) 2,866,121 D
Common Stock 12/15/2005 A 130,596(1) A $0(2) 234,689 I See Footnote(3)
Common Stock 12/15/2005 A 20,066(1) A $0(2) 35,134 I See Footnote(4)
Common Stock 12/15/2005 A 65,565(1) A $0(2) 118,118 I See Footnote(5)
Common Stock 12/15/2005 A 7,332(1) A $0(2) 7,332 I See Footnote(6)
Common Stock 12/15/2005 A 44,218(1) A $0(2) 44,218 I See Footnote(7)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy) $4.8 (8) 10/13/2012(11) Common Stock 10,000(1) 10,000 I See Footnote(8)
Option (right to buy) $9.76 07/08/2005 06/07/2015 Common Stock 2,500(1) 2,500 I See Footnote(9)
Option (right to buy) $9.8 12/15/2005 A 50,000 12/16/2005 12/16/2015 Common Stock 50,000 $0 50,000 I See Footnote(10)
Explanation of Responses:
1. The number of shares reflects a 1 for 4 reverse stock split effected by the Issuer on December 15, 2005.
2. These shares were issued as consideration pursuant to an Agreement and Plan of Merger dated September 23, 2005 between the Issuer and AlgoRx, Inc. On the effective date of the merger, the closing price of the Issuer's Common Stock was $9.80 per share (which reflects a 1 for 4 reverse stock-split effected by the Issuer on December 15, 2005, the effective date of the merger). Pursuant to an escrow agreement entered into by the Issuer at the effective time of the merger, 117,564 of the Reporting Person's shares in the aggregate of the Issuer's Common Stock issued pursuant to the merger agreement were placed in an escrow account. Subject to certain indemnification claims, the escrowed shares will be released to the Reporting Person on or around June 15, 2006.
3. The amount shown, which includes 6,364 shares held in escrow as described in footnote 1 above, represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors, L.P. The Reporting Person has no pecuniary interest in such securities.
4. The amount shown, which includes 977 shares held in escrow as described in footnote 1 above, represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors A, L.P. The Reporting Person has no pecuniary interest in such securities.
5. The amount shown, which includes 3,195 shares held in escrow as described in footnote 1 above, represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman), L.P. The Reporting Person has no pecuniary interest in such securities.
6. The amount shown, which includes 357 shares held in escrow as described in footnote 1 above, represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman II), L.P. The Reporting Person has no pecuniary interest n such securities.
7. The amount shown, which includes 2,154 shares held in escrow as described in footnote 1 above, represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Selldown), L.P. The Reporting Person has no pecuniary interest in such securities.
8. These options were granted to Rodney A. Ferguson, a director of the Issuer. Mr. Ferguson is a Managing Director of J.P. Morgan Partners (SBIC), LLC ("JPM SBIC"). Mr. Ferguson is obligated to transfer any shares issued under the option to JPM SBIC. The option is immediately exercisable. Shares subject to the option vest monthly over 48 months. The Reporting Person has no pecuniary interest in such securities.
9. These options were granted to Rodney A. Ferguson, a director of the Issuer. Mr. Ferguson is obligated to transfer any shares issued under the option to JPM SBIC. Shares subject to the option vest monthly over 12 months. The Reporting Person has no pecuniary interest in such securities.
10. These options were granted to Rodney A. Ferguson, a director of the Issuer. Mr. Ferguson is obligated to transfer any shares issued under the option to JPM SBIC. One-quarter of these shares are immediately exercisable, the remainder of the shares will vest in equal monthly installments over 48 months. The Reporting Person has no pecuniary interest in such securities.
11. This form is being amended to correct the expiration date of the stock option listed in Table II, Row1 from the previously reported 12/03/2012 to 10/13/2013. This field should also be amended on all subsequent filings made by the Reporting Person with respect to this Issuer submitted prior to May 13, 2008.
/s/ John C. Wilmot 05/14/2008
** 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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