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* BIENAIME JEAN JACQUES (Last) (First) (Middle) C/O NEUROGESX, INC. 981 INDUSTRIAL ROAD SUITE F (Street) SAN CARLOS CA 94070 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/01/2007	3. Issuer Name and Ticker or Trading Symbol NeurogesX Inc [ NGSX ]
		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	9,999	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Convertible Preferred Stock	(1)	(1)	Common Stock	37,334	(1)	D
Series C2 Convertible Preferred Stock	(2)	(2)	Common Stock	20,004	(2)	D
Employee Stock Option (Right to buy)	10/21/2006(3)	09/21/2016	Common Stock	3,333	$4.2	D

Explanation of Responses:

1. The Series C Convertible Preferred Stock is convertible into NeurogesX, Inc. common stock on a one-for-one basis and has no expiration date. The number of underlying shares of common stock reported in Column 3 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 Series C Convertible Preferred Stock will become convertible into one-fifteenth of a share of Common Stock.

2. The Series C2 Convertible Preferred Stock is convertible into NeurogesX, Inc. common stock on a one-for-one basis and has no expiration date. The number of underlying shares of common stock reported in Column 3 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 Series C2 Convertible Preferred Stock will become convertible into one-fifteenth of a share of Common Stock.

3. One forty-eighth of the shares subject to the option vested and became exercisable on October 21, 2006 and one forty-eighth of the shares vest and become exercisable on the 21st day of each calendar month thereafter.

	/s/ Jean-Jacques Bienaime	05/01/2007
	** Signature of Reporting Person	Date
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