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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* WARBURG PINCUS VENTURES LP (Last) (First) (Middle) 466 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol KYPHON INC [ KYPH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/12/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/12/2003		J(2)		1,584,890	D	$0(4)	12,564,901	D(1)
Common Stock	11/12/2003		J(2)		186,991	A(3)	$0(4)	0(3)	D(1)
Common Stock	11/12/2003		J(2)		186,991	D(3)	$0(4)	12,564,901	D(1)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* WARBURG PINCUS VENTURES LP (Last) (First) (Middle) 466 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WARBURG PINCUS & CO (Last) (First) (Middle) 466 LEXINGTON AVENUE (Street) NEW YORK NY 100173147 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WARBURG PINCUS LLC (Last) (First) (Middle) 466 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WEATHERMAN ELIZABETH H (Last) (First) (Middle) 5677 AIRLINE RD (Street) ARLINGTON TN 38002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Please see Remarks (below).

2. On November 12, 2003, Ventures distributed an aggregate of 1,584,890 shares of Common Stock to its partners.

3. As a result of the November 12, 2003 distribution, WP received 186,991 shares of Common Stock, which in turn it distributed to its partners.

4. Price not applicable.

Remarks:

Note (1) The stockholder is Warburg Pincus Ventures,L.P.("Ventures").Ventures beneficially owns 12,564,901 shares of common stock ("Common Stock") of Kyphon Inc.(the "Issuer"). The sole general partner of Ventures is Warburg Pincus &Co., a New York general partnership ("WP").Warburg Pincus LLC (formerly E.M.Warburg Pincus &Co.,LLC), a New York limited liability company ("WPLLC"),manages Ventures.The members of WPLLC are substantially the same as the partners of WP. By reason of the provisions of Rule 16a-1 of the Exchange Act,WP and WPLLC may be deemed to be the beneficial owners of the Common Stock held by Ventures, although both WP and WPLLC disclaim beneficial ownership of the Common Stock except to the extent of any indirect pecuniary interest therein. Ms.Weatherman, a director of the Issuer, is a general partner of WP and a member of WPLLC.As such, Ms.Weatherman may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 of the Exchange Act) in an indeterminate portion of the shares beneficially owned by Ventures,WPLLC and WP.Ms.Weatherman disclaims beneficial ownership of such shares except to the extent of any indirect pecuniary interest therein.Ms.Weatherman does not directly own any shares of Common Stock of the Issuer.

	Warburg Pincus Ventures, L.P., by Warburg Pincus & Co. (General Partner), by Scott A. Arenare (Partner)	11/13/2003
	Warburg Pincus & Co., by Scott A. Arenare (Partner)	11/13/2003
	Warburg Pincus LLC, by Scott A. Arenare (Managing Director)	11/13/2003
	Elizabeth Weatherman	11/13/2003
	** Signature of Reporting Person	Date
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