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^*

PENHOET EDWARD

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 3700

(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)
05/15/2007

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	05/15/2007	⁽¹⁾	J		378,918⁽²⁾	D	$0.00	0	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	05/15/2007	⁽¹⁾	J		13,939⁽⁵⁾	D	$0.00	0	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	05/15/2007	⁽¹⁾	J		640,168⁽⁶⁾	D	$0.00	0	I	See footnotes⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	05/15/2007	⁽¹⁾	J		8,087⁽⁹⁾	D	$0.00	0	I	See footnotes⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	05/15/2007	⁽¹⁾	J		2,986⁽³⁾	A	$0.00	79,028⁽³⁾	D

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)

Explanation of Responses:

1. n/a

2. Alta BioPharma Partners II, L.P. ("ABPII") distributed 378,918 shares to its general & limited partners based on their respective capital interests in ABPII in accordance with the Partnership Agreement without receipt of additional consideration from such partners.

3. Edward Penhoet, a Director, is a director of Alta BioPharma Management Partners II, LLC ("ABPMII") (which is the general partner of Alta BioPharma Partners II, L.P. ("ABPII"), a limited partner of ABPII, and a member of Alta Embarcadero BioPharma Partners II, LLC ("AEBPII"). As a director of ABPMII, he may be deemed to share voting & investment powers over the shares held by the fund. He disclaims beneficial ownership of all such shares held by ABPII & AEBPII, except to the extent of his proportionate pecuniary interests therein. As a result of the 5/15/2007 stock distribution, Ed Penhoet received 2,986 shares of Common Stock. He now beneficially owns 79,028 shares.

4. Alta Partners II, Inc. ("APII") provides investment advisory services to several venture capital funds including, Alta BioPharma Partners II, L.P. ("ABPII") & Alta Embarcadero BioPharma Partners II, LLC ("AEBPII"). As a result of the 5/15/2007 Stock Distribution, ABPII & AEBPIII no longer own shares in Renovis, Inc. The respective general partners & managers of ABPII and AEBPII exercise sole voting & investment power with respect to the shares owned by such funds. Certain principals of APII are managing directors of Alta BioPharma Management II, LLC (which is the general partner of ABPII) & managers of AEBPII (respectively). As managing directors and managers of such funds, they may be deemed to share voting & investment powers for the shares held by the foregoing funds. The principals of APII disclaim beneficial ownership of all such shares held by the foregoing funds, except to the extent of their proportionate pecuniary interests therein.

5. Alta Embarcadero BioPharma Partners II, LLC ("AEBPII") distributed 13,939 shares to its members based on their respective capital interests in AEBPII in accordance with the Operating Agreement without receipt of additional consideration from such partners.

6. Alta California Partners II, L.P. ("ACPII") distributed 640,168 shares to its members based on their respective capital interests in ACPII in accordance with the Partnership Agreement without receipt of additional consideration from such members.

7. Alta Partners ("AP") provides investment advisory services to several venture capital funds including Alta California Partners II, L.P. ("ACPII") & Alta Embarcadero Partners II, LLC ("AEII"). As result of the 5/15/07 Stock Distribution ACPII & AEII no longer own shares ("sh")in Renovis, Inc. The respective general partners & members of ACPII & AEII exercise sole voting & investment powers with respect of the sh held by such funds. Certain principals of AP are members of Alta California Management Partners II, LLC (which is the general partner of ACPII) & members of AEII. As members of such funds, they may be deemed to share voting & investment powers for the sh held by the foregoing funds. The principals of AP disclaim beneficial ownership of all such sh held by the foregoing funds, except to their proportionate pecuniary interests therein.

8. Edward Penhoet is a principal of Alta Partners, but does not have voting power over the shares held by Alta California Partners II, L.P. or Alta Embarcadero Partners II, LLC.

9. Alta Embarcadero Partners II, LLC ("AEII") distributed 8,087 shares to its members based on their respective capital interests in AEII in accordance with the Operating Agreement without receipt of additional consideration from such members.

Remarks:

	Edward Penhoet	05/16/2007
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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