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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

LUDLUM KEN

(Last)

(First)

(Middle)

404 ROEHAMPTON

(Street)

HILLSBOROUGH

94010

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/09/2006

3. Issuer Name and Ticker or Trading Symbol
THERMAGE INC [ THRM ]

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

X	Director	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	20,000	I⁽¹⁾	By Ludlum Wong Living Trust
Common Stock	2,291	I⁽²⁾	By Alexander Philip Ludlum Irrevocable Trust
Common Stock	2,291	I⁽³⁾	By Emma Britt Ludlum Irrevocable Trust

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)
Director Stock Option (right to buy)	⁽⁴⁾	02/02/2015	Common Stock	6,459⁽⁵⁾	$1.9	D
Director Stock Option (right to buy)	⁽⁶⁾	05/03/2016	Common Stock	8,959⁽⁷⁾	$3	D

Explanation of Responses:

1. Mr. Ludlum disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

2. These securities are held in a trust for the benefit of Mr. Ludlum's son of which Mr. Ludlum serves as a trustee. Mr. Ludlum disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Mr. Ludlum is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

3. These securities are held in a trust for the benefit of Mr. Ludlum's daughter of which Mr. Ludlum serves as a trustee. Mr. Ludlum disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Mr. Ludlum is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

4. This option vests and the shares become exercisable according to the following schedule: 1/48 on March 31, 2005 and 1/48 on the last day of each full calendar month thereafter.

5. The original option grant for 10,000 shares was partially exercised as follows: 3,541 shares on August 1, 2006.

6. This option vests and the shares become exercisable according to the following schedule: 1/48 on March 31, 2006 and 1/48 on the last day of each full calendar month thereafter.

7. The original option grant for 10,000 shares was partially exercised as follows: 1,041 shares on August 1, 2006.

Remarks:

The Date of Event is based upon the date of effectiveness of the Issuer's Registration Statement on Form S-1 filed in connection with the Issuer's initial public offering, estimated to be on or about November 9, 2006.

	/s/ Kenneth Ludlum	11/02/2006
	** 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).
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.