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* ALTA BIOPHARMA MANAGEMENT III LLC (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NeurogesX Inc [ NGSX ]	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) 05/07/2007
	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	05/07/2007	(1)	C		1,735,673(2)(3)(4)(5)	A	(2)(3)(4)(5)	1,735,673(2)(3)(4)(5)	I	See footnotes(2)(3)(4)(5)(6)(7)

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
Series A Preferred Stock	(2)	05/07/2007	(1)	C			4,960,000(2)	(8)	(2)	Common Stock	4,960,000(2)	(2)	0	I	See footnotes(2)(7)
Series B Preferred Stock	(3)	05/07/2007	(1)	C			5,333,333(3)	(8)	(3)	Common Stock	5,333,333(3)	(3)	0	I	See footnotes(3)(7)
Series C Preferred Stock	(4)	05/07/2007	(1)	C			8,642,667(4)	(8)	(4)	Common Stock	8,642,667(4)	(4)	0	I	See footnotes(4)(6)(7)
Series C2 Preferred Stock	(5)	05/07/2007	(1)	C			7,099,188(5)	(8)	(5)	Common Stock	7,099,188(5)	(5)	0	I	See footnotes(5)(6)(7)

1. Name and Address of Reporting Person* ALTA BIOPHARMA MANAGEMENT III LLC (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 3700 (Street) SAN FRANCISCO CA 94111 (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* ALTA BIOPHARMA PARTNERS III LP (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 3700 (Street) SAN FRANCISCO CA 94111 (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* ALTA EMBARCADERO BIOPHARMA PARTNERS III LLC (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 3700 (Street) SAN FRANCISCO CA 94111 (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* CHAMPSI FARAH (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 3700 (Street) SAN FRANCISCO CA 94111 (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* HURWITZ EDWARD (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 3700 (Street) SAN FRANCISCO CA 94111 (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* PENHOET EDWARD (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 3700 (Street) SAN FRANCISCO CA 94111 (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* ALTA BIOPHARMA PARTNERS III GMBH & CO BETEILIGUNGS KG (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. N/A

2. Series A Convertible Preferred Stock ("SerA"): Alta California Partners II, L.P. ("ACP II") beneficially owns 4,898,119 shares ("sh) of SerA and Alta Embarcadero Partners II, LLC (AEP II") beneficially owns 61,881 sh of SerA. The SerA is convertible into NeurogesX, Inc. Common Stock ("Cm") on a 1-to1 basis and has no expiration date. The number of underlying shares of Cm reported in Table II does not reflect the l-for-15 reverse stock split, to be effective upon the closing of the issuer's initial public offering pursuant to which each share of SerA will become convertible into one-fifteenth of a share of Cm.

3. Series B Convertible Preferred Stock ("SerB"): ACP II beneficially owns 5,266,794 shares ("sh") of SerB and AEP II beneficially owns 66,539 sh SerB. The SerB is convertible into NeurogesX, Inc. Common Stock ("Cm") on a one-to-one bais with no expiration date. The number of underlying sh of Cm reported in Table II does not reflect a l-for-15 reverse stock split, to be effective upon the closing of the issuer's initial public offering, pursuant to which each shares of SerB will be convertible into one-fifteenth of a share of Cm.

4. Series C Convertible Preferred Stock ("SerC"): ACP II beneficially owns 1,951,347 shares ("sh") of SerC, AEP II beneficially owns 24,653 sh SerC, Alta BioPharma Partners III. L.P. ("ABP III") beneficially owns 6,106,107 sh SerC, Alta BioPharma Partners III GmbH & Co. Beteiligungs KG ("ABP III KG") beneficially owns 410,080 sh SerC, Alta Embarcadero BioPharma Partners III, LLC ("AEBP III") beneficially owns 150,480 sh SerC. The SerC is convertible into NeurogesX,Inc. Cm on a one-to-one basis with no expiration date. The number of underlying sh of Cm reported on Table II does not reflect a l-for-15 reverse stock split, to be effective upon the closing of the issuer's initial public offering, pursuant to which each share of SerC will be convertible into one-fifteenth of a share of Cm.

5. Series C2 Convertible Preferred Stock ("SerC2"): ACP II beneficially owns 973, 380 shares ("sh") of SerC2, AEP II beneficially owns 12,300 sh SerC2, Alta California Partners II, L.P.- New Pool beneficially owns 3,614,148 sh SerC2, ABP III beneficially owns 2,289,210 sh SerC2, ABP III KG beneficially owns 153,738 sh SerC2, and AEBP III beneficially owns 56,412 sh SerC2. The SerC2 is convertible into NeurogesX, Inc. Common Stock ("Cm") on a one-to-one basis with no expiration date. The number of underlying sh of Cm in Table II does not reflect a 1-for-15 reverse stock split, to be effective upon the closing of the issuer's initial public offering, pursuant to which each share of SerC2 will be convertible into one-fifteenth of a share of Cm.

6. Alix Marduel, Director, is a director of Alta BioPharma Management III, LLC (which is the general partner ("gp") of Alix BioPharma Partners III, L.P. & the managing limited partner of Alta BioPharma Partners III GmbH & Co. Beteiligungs KG), and a manager of Alta Embarcadero BioPharma Partners III, LLC. As a director & manager of such funds, she may be deemed to share voting & investment powers for the shares held by the foregoing funds. She disclaims beneficial ownership of all such shares held by the foregoing funds, except to the extent of her proportionate pecuniary interests therein.

7. Alix Marduel, Director, is a managing director ("md") of Alta California Management Partners II, LLC (which is the general partner ("gp") of Alta California Partners II. L.P.), a managing director of Alta California Management Partners II, LLC-New Pool (which is the gp of Alta California Partners II, L.P.-New Pool), & a member of Alta Embarcadero Partners II, LLC. As a md & member of such funds, she may be deemed to share voting & investment powers for the shares held by the funds. She disclaims beneficial ownership of all such shares held by the foregoing funds, except to the extent of her porportionate pecuniary interests therein.

8. Preferred Stock immediately convertible upon the closing of the Isser's initial public offering.

Remarks:

Cross-reference with Alix Marduel

	/s/ Alix Marduel	05/07/2007
	Alix Marduel, Director	05/07/2007
	Ailx Marduel, Director	05/07/2007
	Ailx Marduel, Manager	05/07/2007
	Farah Champsi	05/07/2007
	Edward Hurwitz	05/07/2007
	Eduward Penhoet	05/07/2007
	Ailx Marduel, Director	05/07/2007
	** Signature of Reporting Person	Date
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