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^*

CHAMPSI FARAH

(Last)

(First)

(Middle)

C/O ALTA PARTNERS

ONE EMBARCADERO CENTER, SUITE 4050

(Street)

SAN FRANCISCO

94111

(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		38,257⁽¹⁾	A	⁽²⁾⁽³⁾	42,702⁽¹⁾	D
Common Stock	02/10/2004		C		963,465⁽¹⁾	A	⁽³⁾⁽⁴⁾	963,465⁽¹⁾	I	See Exhibit 99.1 Notes #1 and #3⁽⁶⁾
Common Stock	02/10/2004		C		12,172⁽¹⁾	A	⁽³⁾⁽⁴⁾	12,172⁽¹⁾	I	See Exhibit 99.1 Notes #1 and #3⁽⁷⁾
Common Stock	02/10/2004		C		1,148,235⁽¹⁾	A	⁽⁵⁾	1,148,235⁽¹⁾	I	See Exhibit 99.1 Notes #2 and #3⁽⁸⁾
Common Stock	02/10/2004		C		42,240⁽¹⁾	A	⁽⁵⁾	42,240⁽¹⁾	I	See Exhibit 99.1 Notes #2 and #3⁽⁹⁾

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 A Convertible Preferred Stock	⁽²⁾	02/10/2004		C			111,112⁽¹⁰⁾	⁽²⁾	⁽¹¹⁾	Common Stock	24,691⁽¹⁾	⁽²⁾	0	D
Series B Convertible Preferred Stock	⁽³⁾	02/10/2004		C			61,050⁽¹⁰⁾	⁽³⁾	⁽¹¹⁾	Common Stock	13,566⁽¹⁾	⁽³⁾	0	D
Series B Convertible Preferred Stock	⁽³⁾	02/10/2004		C			2,411,536⁽¹⁰⁾	⁽³⁾	⁽¹¹⁾	Common Stock	535,897⁽¹⁾	⁽³⁾	0	I	See Exhibit 99.1 Notes 1 and 3⁽⁶⁾
Series C Convertible Preferred Stock	⁽⁴⁾	02/10/2004		C			1,924,059⁽¹⁰⁾	⁽⁴⁾	⁽¹¹⁾	Common Stock	427,568⁽¹⁾	⁽⁴⁾	0	I	See Exhibit 99.1 Notes 1 and 3⁽⁶⁾
Series B Convertible Preferred Stock	⁽³⁾	02/10/2004		C			30,465⁽¹⁰⁾	⁽³⁾	⁽¹¹⁾	Common Stock	6,770⁽¹⁾	⁽³⁾	0	I	See Exhibit 99.1 Notes 1 and 3⁽⁷⁾
Series C Convertible Preferred Stock	⁽⁴⁾	02/10/2004		C			24,308⁽¹⁰⁾	⁽⁴⁾	⁽¹¹⁾	Common Stock	5,402⁽¹⁾	⁽⁴⁾	0	I	See Exhibit 99.1 Notes 1 and 3⁽⁷⁾
Series E Convertible Preferred Stock	⁽⁵⁾	02/10/2004		C			5,167,060⁽¹⁰⁾	⁽⁵⁾	⁽¹¹⁾	Common Stock	1,148,235⁽¹⁾	⁽⁵⁾	0	I	See Exhibit 99.1 Notes 2 and 3⁽⁸⁾
Series E Convertible Preferred Stock	⁽⁵⁾	02/10/2004		C			190,082	⁽⁵⁾	⁽¹¹⁾	Common Stock	42,240⁽¹⁾	⁽⁵⁾	0	I	See Exhibit 99.1 Notes 2 and 3⁽⁹⁾

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

3. Each one share of Series B Preferred Stock automatically converted into 1.0989010989011 shares of Common Stock upon the closing of the Issuer's initial public offering.

4. Each one share of Series C Preferred Stock automatically converted into 1.21773015099854 shares of Common Stock upon the closing of the Issuer's initial public offering.

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

6. Alta California Partners II, L.P.

7. Alta Embarcadero Partners II, LLC.

8. Alta BioPharma Partners II, L.P.

9. Alta Embarcadero BioPharma Partners, LLC.

10. Reflects the conversion of the Issuer's Preferred Stock into Common Stock, but does not reflect the 1-for 4.5 reverse stock split effected prior to the effectiveness of the Issuer's initial public offering.

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

	/s/ Farah H.Champsi	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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