SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

GALAKATOS NICHOLAS

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2006

3. Issuer Name and Ticker or Trading Symbol
AFFYMAX INC [ AFFY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	31,248	I	See Footnote⁽¹⁾
Common Stock	18,750	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant (right to buy)	⁽²⁾	⁽²⁾	Common Stock	107,266⁽³⁾	$17	I	See Footnote⁽³⁾
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	516,351⁽⁵⁾	⁽⁶⁾	I	See Footnote⁽⁵⁾
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	554,727⁽⁷⁾	⁽⁸⁾	I	See Footnote⁽⁷⁾
Series D Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	331,300⁽⁹⁾	⁽¹⁰⁾	I	See Footnote⁽⁹⁾
Series D Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	132,520⁽¹¹⁾	⁽¹⁰⁾	I	See Footnote⁽¹¹⁾

Explanation of Responses:

1. The shares are held as follows: 21,068 by MPM BioVentures II-QP, L.P. ("BV II QP"), 2,235 by MPM BioVentures II, L.P. ("BV II"), 437 by MPM Asset Management Investors 2001 LLC ("AM 2001") and 7,418 by MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG ("BV KG"). MPM Asset Management II, L.P. ("AM II GP") and MPM Asset Management II LLC ("AM II LLC") are the direct and indirect general partners of BV II QP, BV II and BV KG. The Reporting Person is a member of AM II LLC and AM 2001. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

2. Immediately exercisable. These warrants shall expire upon the closing of the Issuer's initial public offering.

3. The warrants are held as follows: 72,320 by BV II QP, 7,980 BV II, 1,501 AM 2001 and 25,465 by BV KG. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

4. These securities are preferred stock of the Issuer and do not have an expiration date. These securities will automatically convert into shares of common stock upon the closing of the Issuer's initial public offering.

5. The shares, on a post-conversion basis, are held as follows: 348,125 by BV II QP, 38,416 by BV II, 7,228 by AM 2001 and 122,582 by BV KG. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

6. Each share of Series B Convertible Stock will convert automatically into shares of Common Stock on a 1.47528 for 1 basis immediately prior to the closing of the Issuer's initial public offering.

7. The shares are held as follows: 373,999 by BV II QP, 41,271 by BV II, 7,765 by AM 2001 and 131,692 by BV KG. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

8. Each share of Series C Convertible Stock will convert automatically into shares of Common Stock on a 1 for 1 basis immediately prior to the closing of the Issuer's initial public offering.

9. The shares are held as follows: 223,363 by BV II QP, 24,648 by BV II, 4,638 by AM 2001 and 78,651 by BV KG. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

10. Each share of Series D Convertible Stock will convert automatically into shares of Common Stock on a 1 for 1 basis immediately prior to the closing of the Issuer's initial public offering.

11. The shares are held by MPM BioVentures Strategic Fund, L.P. ("MPM SF") MPM BioVentures III GP, L.P. ("BV III GP") and MPM BioVentures III LLC ("BV III LLC") are the direct and indirect general partners of MPM SF. The Reporting Person is a member of BV III GP and BV III LLC. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

	/s/ Nicholas Galakatos	12/14/2006
	** 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 5 (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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