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^*

CALLAGHAN MICHAEL J

(Last)

(First)

(Middle)

C/O MDS CAPITAL,

100 INTERNATIONAL BLVD.

(Street)

TORONTO

M9W 6J6

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2004

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	02/10/2004		C		244,444⁽¹⁾⁽²⁾	A	⁽³⁾	244,444⁽¹⁾⁽²⁾	I	By Fund⁽⁴⁾
Common Stock	02/10/2004		C		2,577,777⁽¹⁾⁽²⁾	A	⁽³⁾	2,577,777⁽¹⁾⁽²⁾	I	By Fund⁽⁵⁾
Common Stock	02/10/2004		C		211,277⁽¹⁾⁽²⁾	A	⁽⁶⁾	211,277⁽¹⁾⁽²⁾	I	By Fund⁽⁷⁾
Common Stock	02/10/2004		C		74,437⁽¹⁾⁽²⁾	A	⁽⁶⁾	74,437⁽¹⁾⁽²⁾	I	By Fund⁽⁸⁾
Common Stock	02/10/2004		C		142,857⁽¹⁾⁽²⁾	A	⁽⁶⁾	142,857⁽¹⁾⁽²⁾	I	By Fund⁽⁹⁾
Common Stock	02/10/2004		C		285,714⁽¹⁾⁽²⁾	A	⁽⁶⁾	285,714⁽¹⁾⁽²⁾	I	By Fund⁽¹⁰⁾

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)
Series D Preferred Stock	⁽³⁾	02/10/2004		C			1,100,000⁽²⁾⁽¹¹⁾	⁽³⁾	⁽¹²⁾	Common Stock	244,444⁽¹⁾⁽²⁾	⁽³⁾	0	I	By Fund⁽⁴⁾
Series D Preferred Stock	⁽³⁾	02/10/2004		C			11,600,000⁽²⁾⁽¹¹⁾	⁽³⁾	⁽¹²⁾	Common Stock	2,577,777⁽¹⁾⁽²⁾	⁽³⁾	0	I	By Fund⁽⁵⁾
Series E Preferred Stock	⁽⁶⁾	02/10/2004		C			950,747⁽²⁾⁽¹¹⁾	⁽⁶⁾	⁽¹²⁾	Common Stock	211,277⁽¹⁾⁽²⁾	⁽⁶⁾	0	I	By Fund⁽⁷⁾
Series E Preferred Stock	⁽⁶⁾	02/10/2004		C			334,967⁽²⁾⁽¹¹⁾	⁽⁶⁾	⁽¹²⁾	Common Stock	74,437⁽¹⁾⁽²⁾	⁽⁶⁾	0	I	By Fund⁽⁸⁾
Series E Preferred Stock	⁽⁶⁾	02/10/2004		C			1,285,714⁽²⁾⁽¹¹⁾	⁽⁶⁾	⁽¹²⁾	Common Stock	142,857⁽¹⁾⁽²⁾	⁽⁶⁾	0	I	By Fund⁽⁹⁾
Series E Preferred Stock	⁽⁶⁾	02/10/2004		C			642,857⁽²⁾⁽¹¹⁾	⁽⁶⁾	⁽¹²⁾	Common Stock	285,714⁽¹⁾⁽²⁾	⁽⁶⁾	0	I	By Fund⁽¹⁰⁾

Explanation of Responses:

1. Reflects the 1-for-4.5 reverse stock split effected prior to the effectiveness of the Issuer's initial public offering.

2. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in the named fund, if any, and the inclusion of these shares shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose.

3. Each one share of Series D Preferred Stock automatically converted into one share Common Stock upon the closing of the Issuer's initial public offering.

4. CentPharm, LLC.

5. The shares are held by Embassy & Co. as escrow agent for CentPharm, LLC. CentPharm, LLC controls the voting of the shares held by Embassy & Co. as escrow agent.

6. Each one share of Series E Preferred Stock automatically converted at into one share of Common Stock upon the closing of the Issuer's initial public offering.

7. MDS Life Sciences Technology Fund II NC Limited Partnership.

8. MDS Life Sciences Technology Fund II Quebec Limited Partnership.

9. MLII Co-Investment Fund NC Limited Partnership.

10. SC Biotechnology Development Fund LP.

11. Does not reflect the 1-for-4.5 reverse stock split effected prior to the effectiveness of the Issuer's initial public offering.

12. Expiration date is irrelevant.

	/s/ Jeffrey S. Farrow, Attorney-in-Fact	02/11/2004
	** 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 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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