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

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^*

FERGUSON RODNEY A

(Last)

(First)

(Middle)

C/O J.P. MORGAN PARTNERS, LLC

50 CALIFORNIA STREET

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CORGENTECH INC [ CGTK ]

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)
02/18/2004

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	02/18/2004		C		3,680,369	A	$0	3,680,369	I	see footnote⁽¹⁾
Common Stock	02/18/2004		C		492,559	A	$0	492,559	I	see footnote⁽²⁾
Common Stock	02/18/2004		C		71,296	A	$0	71,296	I	see footnote⁽³⁾
Common Stock	02/18/2004		C		248,680	A	$0	248,680	I	see footnote⁽⁴⁾
Common Stock	02/18/2004		C		27,759	A	$0	27,759	I	see footnote⁽⁵⁾

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)
Option (Right to Buy)	$1.2							⁽⁶⁾	12/03/2012	Common Stock	40,000		40,000	D⁽⁶⁾
Series B-1 Preferred Stock	⁽⁷⁾	02/18/2004		C			694,444	02/11/2004	⁽⁸⁾	Common Stock	694,444	$0	0	I	see footnote⁽¹⁾
Series C Preferred Stock	⁽⁷⁾	02/18/2004		C			2,985,925	02/11/2004	⁽⁸⁾	Common Stock	2,985,925	$0	0	I	see footnote⁽¹⁾
Series C Preferred Stock	⁽⁷⁾	02/18/2004		C			492,559	02/11/2004	⁽⁸⁾	Common Stock	492,559	$0	0	I	see footnote⁽²⁾
Series C Preferred Stock	⁽⁷⁾	02/18/2004		C			71,296	02/11/2004	⁽⁸⁾	Common Stock	71,296	$0	0	I	see footnote⁽³⁾
Series C Preferred Stock	⁽⁷⁾	02/18/2004		C			248,680	02/11/2004	⁽⁸⁾	Common Stock	248,680	$0	0	I	see footnote⁽⁴⁾
Series C Preferred Stock	⁽⁷⁾	02/18/2004		C			27,759	02/11/2004	⁽⁸⁾	Common Stock	27,759	$0	0	I	see footnote⁽⁵⁾
Series C Preferred Stock Warrant (right to buy)	$7.4	02/18/2004		X			362,267	02/11/2004	⁽⁹⁾	Series C Preferred Stock	194,718	$0	0	I	see footnote⁽¹⁾
Series C Preferred Stock Warrant (right to buy)	$7.4	02/18/2004		X			54,802	02/11/2004	⁽⁹⁾	Series C Preferred Stock	29,456	$0	0	I	see footnote⁽²⁾
Series C Preferred Stock Warrant (right to buy)	$7.4	02/18/2004		X			8,420	02/11/2004	⁽⁹⁾	Series C Preferred Stock	4,525	$0	0	I	see footnote⁽³⁾
Series C Preferred Stock Warrant (right to buy)	$7.4	02/18/2004		X			27,513	02/11/2002	⁽⁹⁾	Series C Preferred Stock	14,788	$0	0	I	see footnote⁽⁴⁾
Series C Preferred Stock Warrant (right to buy)	$7.4	02/18/2004		X			3,076	02/11/2002	⁽⁹⁾	Series C Preferred Stock	1,653	$0	0	I	see footnote⁽⁵⁾
Series C Preferred Stock	⁽⁷⁾	02/18/2004		X		194,718		02/11/2004	⁽⁸⁾	Common Stock	194,718	$0	0	I	see footnote⁽¹⁾
Series C Preferred Stock	⁽⁷⁾	02/18/2004		X		29,456		02/11/2004	⁽⁸⁾	Common Stock	29,456	$0	0	I	see footnote⁽²⁾
Series C Preferred Stock	⁽⁷⁾	02/18/2004		X		4,525		02/11/2004	⁽⁸⁾	Common Stock	4,525	$0	0	I	see footnote⁽³⁾
Series C Preferred Stock	⁽⁷⁾	02/18/2004		X		14,788		02/11/2004	⁽⁸⁾	Common Stock	14,788	$0	0	I	see footnote⁽⁴⁾
Series C Preferred Stock	⁽⁷⁾	02/18/2004		X		1,653		02/11/2004	⁽⁸⁾	Common Stock	1,653	$0	0	I	see footnote⁽⁵⁾

Explanation of Responses:

1. The amounts shown represent the beneficial ownership of the Issuer's equity securities by JPM SBIC, a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a Managing Director of JPM SBIC and a limited partner of JPMP Master Fund Manager, L.P. ("MF Manager"), the sole general partner of J.P. Morgan Partners (BHCA), L.P. ("JPM BHCA"), the sole member of JPM SBIC. The actual pro rata portion that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within JPM BHCA and MF Manager. Mr. Ferguson disclaims beneficial ownership of the securities to the extent it exceeds his pecuniary interest therein.

2. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors, L.P., a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a Managing Director of JPMP Capital Corp., the general partner of JPMP Global Investors, L.P., which is the general partner of J.P. Morgan Partners Global Investors, L.P. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting within JPMP Global Investors, L.P. and J.P. Morgan Partners Global Investors, L.P. The Reporting Person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein.

3. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors A, L.P., a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a Managing Director of JPMP Capital Corp., the general partner of JPMP Global Investors, L.P., which is the general partner of J.P. Morgan Partners Global Investors A, L.P. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting within JPMP Global Investors, L.P. and J.P. Morgan Partners Global Investors A, L.P. The Reporting Person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein.

4. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman), L.P. ("Cayman"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a Managing Director of JPMP Capital corp., the general partner of JPMP Global Investors, L.P. which is the general partner of Cayman. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting within JPMP Global Investors, L.P. and Cayman. The Reporting Person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein.

5. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman) II, L.P. ("Cayman II"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a Managing Director of JPMP Capital Corp., the general partner of JPMP Global Investors, L.P. which is the general partner of Cayman II. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting within JPMP Global Investors, L.P. and Cayman II. The Reporting Person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein.

6. These options were granted to the Reporting Person as Director's Compensation, the Reporting Person is obligated to transfer any shares issued under the stock option to JP Morgan Partners (SBIC), LLC ("JPM SBIC"). The option is immediately exercisable. Shares subject to the option vest monthly over 48 months.

7. These shares are convertible on a one for one basis.

8. The Series B-1 and Series C Preferred Stock is immediately exercisable. It has no expiration date. Upon the close of the Issuer's initial public offering, these shares were automatically converted into Common Stock of the Issuer.

9. The Series C Preferred Stock Warrant was net exercised in connection with the close of the Issuer's initial public offering.

	Rodney A. Ferguson	02/20/2004
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.