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^*

ORONSKY ARNOLD L

(Last)

(First)

(Middle)

C/O CORGENTECH INC.

650 GATEWAY BLVD.

(Street)

SOUTH SAN FRANCISCO

94080

(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)
12/15/2005

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								0	D
Common Stock	12/16/2005		P		3,500⁽¹⁾	A	$9.7⁽²⁾	9,764⁽¹⁾	I	By Family Trust
Common Stock	12/16/2005		P		100⁽¹⁾	A	$9.71⁽²⁾	9,864⁽¹⁾	I	By Family Trust⁽³⁾
Common Stock								320	I	By Matadoro Investments, L.P.⁽⁴⁾
Common Stock	12/15/2005		A		2,327,317⁽¹⁾	A	$0⁽⁵⁾	2,721,685⁽¹⁾	I	By InterWest Partners VIII, L.P.⁽⁶⁾
Common Stock	12/15/2005		A		66,584⁽¹⁾	A	$0⁽⁵⁾	77,871⁽¹⁾	I	By InterWest Investors Q VIII, L.P.⁽⁷⁾
Common Stock	12/15/2005		A		18,576⁽¹⁾	A	$0⁽⁵⁾	21,870⁽¹⁾	I	By InterWest Investors VIII, L.P.⁽⁸⁾

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)
Stock Option (right to buy)	$9.8⁽⁹⁾	12/16/2005		A		12,500⁽¹⁾		12/16/2005⁽¹⁰⁾	12/16/2015	Common Stock	12,500	$0	12,500	D
Stock Option (right to buy)	$9.8⁽⁹⁾	12/16/2005		A		37,500⁽¹⁾		12/16/2005⁽¹¹⁾	12/16/2015	Common Stock	37,500	$0	37,500	D

Explanation of Responses:

1. Number of shares reflects 1 for 4 reverse stock-split effected by the Issuer on 12/15/05.

2. Price reflects 1 for 4 reverse stock-split effected by the Issuer on 12/15/05.

3. The shares are owned by Arnold Oronsky and Paula Oronsky, co-Trustees of the Oronsky Living Trust dated 12/15/00.

4. The shares are owned by Matadoro Investments, L.P. ("Matadoro"). The Reporting Person is the General Partner of Matadoro. He disclaims beneficial ownership of the shares held by Matadoro, except to the extent of his pecuniary interest therein.

5. Shares issued as consideration pursuant to an Agreement and Plan of Merger dated September 23, 2005 between the Issuer and AlgoRx Inc. On the effective date of the merger, the closing price of the Issuer's common stock was $9.80 per share (which reflects a 1 for 4 reverse stock-split effected by the Issuer on 12/15/05, the effective date of the merger).

6. The shares are owned by InterWest Partners VIII, LP ("IW8"). The general partner of IW8 is InterWest Management Partners VIII, LLC ("IMP8"). The Reporting Person is a Managing Director of IMP8. He disclaims beneficial ownership of the shares held by IW8, except to the extent of his pecuniary interest therein.

7. The shares are owned by InterWest Investors Q VIII, LP ("IIQ8"). The general partner of IIQ8 is IMP8. The Reporting Person is a Managing Director of IMP8. He disclaims beneficial ownership of the shares held by IIQ8, except to the extent of his pecuniary interest therein.

8. The shares are owned by InterWest Investors VIII, LP ("II8"). The general partner of II8 is IMP8. The Reporting Person is a Managing Director of IMP8. He disclaims beneficial ownership of the shares held by II8, except to the extent of his pecuniary interest therein.

9. Exercise price reflects 1 for 4 reverse stock-split effected by the Issuer on 12/15/05.

10. Option is exercisable immediately. Shares subject to the option vest as follows: 1/48 of shares become exercisable in equal monthly increments over 4 years from the grant date.

11. Option is exercisable immediately. Shares subject to the option vest as follows: 12,500 of the shares become exercisable immediately as of the grant date and the remaining shares will vest in equal monthly increments over 4 years from the grant date.

Remarks:

	Patrick A. Broderick, as Attorney in Fact for Arnold L. Oronsky	12/19/2005
	** 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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