SEC Form 3
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
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
VENROCK MANAGEMENT III LLC

(Last) (First) (Middle)
30 ROCKEFELLER PLAZA, ROOM 5508

(Street)
NEW YORK NY 10112

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2004
3. Issuer Name and Ticker or Trading Symbol
RENOVIS INC [ RNVS ]
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 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 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 16,327(1) I See Footnote(2)
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: 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
Series B Preferred Stock(3) (4) (5) Common Stock 2,246,642(6) (7) I See Footnote(2)
Series C Preferred Stock(3) (4) (5) Common Stock 1,831,466(8) (9) I See Footnote(2)
Series E Preferred Stock(3) (4) (5) Common Stock 2,400,000(10) (11) I See Footnote(2)
Explanation of Responses:
1. Does not reflect the 1-for-4.5 reverse stock split, to be effected prior to the effectiveness of the Issuer's initial public offering. aportion of these shares is subject to a right of repurchase held by the Issuer.
2. Securities held of record by Venrock Associates III, L.P., limited partnership of which Venrock Management III LLC is the General Partner. Venrock Management III LLC disclaims beneficial ownership of these securities except to the extent of its pro-rata interest.
3. These securities will automatically convert to Common Stock upon the closing of the Issuer's initial public offering.
4. These securities are immediately convertible.
5. The expiration date is not relevant to the conversion of these securities
6. Gives effect to the conversion of the Series B Preferred Stock into Common Stock but does not reflect the 1-for-4.5 reverse stock split to be effected prior to the effectiveness of the Issuer's initial public offering.
7. The conversion ratio for the Series B Preferred Stock is obtained by dividing the Original Price ($1.80) by the Conversion Price ($1.638) (e.g. One share of Series B Preferred Stock is convertible into approximately 1.099 shares of Common Stock.)
8. Gives effect to the conversion of the Series C Preferred Stock into Common Stock but does not reflect the 1-for-4.5 reverse stock split to be effected prior to the effectiveness of the Issuer's initial public offering.
9. The conversion ratio for the Series C Preferred Stock is obtained by dividing the Original Price ($2.50) by the Conversion Price ($2.053) (e.g. Each one share of Series B Preferred Stock is convertible into approximately 1.218 shares of Common Stock.)
10. Does not reflect the 1-for-4.5 reverse stock split, to be effected prior to the effectiveness of the Issuer's initial public offering.
11. Converts on a 1-for-1 basis into Common Stock. Does not reflect the 1-for-4.5 reverse stock split, to be effected prior to the effectiveness of the Issuer's initial public offering.
/s/ Anthony B. Evnin, Member 02/04/2004
** 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 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).
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