SEC FORM 3

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^*

EVNIN ANTHONY B

(Last)

(First)

(Middle)

C/O VENROCK ASSOCIATES

30 ROCKEFELLER PLAZA, ROOM 5508

(Street)

NEW YORK

10112

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2004

3. Issuer Name and Ticker or Trading Symbol
RENOVIS INC [ RNVS ]

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

X	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	3,673⁽¹⁾	I	See Footnote⁽²⁾
Common Stock	16,327⁽¹⁾	I	See Footnote⁽³⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Nonstatutory Stock Option (Right to Buy)	09/24/2003⁽⁴⁾	09/23/2013	Common Stock	100,000⁽⁵⁾	$1⁽⁵⁾	D
Series B Preferred Stock⁽⁶⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	505,494⁽⁹⁾	⁽¹⁰⁾	I	See Footnote⁽²⁾
Series B Preferred Stock⁽⁶⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	2,246,642⁽⁹⁾	⁽¹⁰⁾	I	See Footnote⁽³⁾
Series B Preferred Stock⁽⁶⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	56,165⁽⁹⁾	⁽¹⁰⁾	I	See Footnote⁽¹¹⁾
Series C Preferred Stock⁽⁶⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	412,079⁽¹²⁾	⁽¹³⁾	I	See Footnote⁽²⁾
Series C Preferred Stock⁽⁶⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	1,831,466⁽¹²⁾	⁽¹³⁾	I	See Footnote⁽³⁾
Series C Preferred Stock⁽⁶⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	45,786⁽¹²⁾	⁽¹³⁾	I	See Footnote⁽¹⁴⁾
Series E Preferred Stock⁽⁶⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	540,000⁽⁵⁾	⁽¹⁵⁾	I	See Footnote⁽²⁾
Series E Preferred Stock⁽⁶⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	2,400,000⁽⁵⁾	⁽¹⁵⁾	I	See Footnote⁽³⁾
Series E Preferred Stock⁽⁶⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	60,000⁽⁵⁾	⁽¹⁵⁾	I	See Footnote⁽¹⁴⁾

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. A portion of these shares is subject to a right of repurchase held by the Issuer.

2. Securities held of record by Venrock Associates, a limited partnership of which Anthony B. Evnin is a General Partner. Mr. Evnin disclaims beneficial ownership of these securities except to the extent of his pro-rata interest.

3. Securities held of record by Venrock Associates III L.P., a limited liability partnership of which Venrock Management III LLC is the General Partner. Anthony B. Evnin is a Member of Venrock Management III LLC and disclaims beneficial ownership of these securities except to the extent of his pro-rata interest.

4. Date shown is the date of grant of the option. All shares subject to the option are exercisable immediately, and the shares vest as follows: 1/24 of the shares vest monthly over two years beginning September 24, 2003.

5. Does not reflect the 1-for-4.5 reverse stocksplit to be effected prior to the effectiveness of the Issuer's initial public offering.

6. These securities will automatically convert into Common Stock upon the closing of the Issuer's initial public offering.

7. The securities are immediately convertible.

8. The expiration date is not relevant to the conversion of these securities.

9. 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.

10. 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.)

11. Securities held of record by Venrock Entrepreneurs Fund, L.P., a limited partnership of which Venrock Management LLC is the General Partner. Anthony B. Evnin is a Member of Venrock Management LLC and disclaims beneficial ownership of these securities except to the extent of his pro-rata interest.

12. 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.

13. 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., One share of Series C Preferred Stock is convertible into approximately 1.218 shares of Common Stock.)

14. Securities held of record by Venrock Entrepreneurs Fund III, L.P., a limited partnership of which VEF Management III LLC is the General Partner. Anthony B. Evnin is a Member of VEF Management III LLC and disclaims beneficial ownership of these securities except to the extent of his pro-rata interest.

15. Converts on a 1-for-1 basis into Common Stock. Does not reflect the 1-for-4.5 reverse stock spit to be effected prior to the effectiveness of the Issuer's initial public offering.

	/s/ Anthony B. Evnin	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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