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^*

SULAT JAMES R

(Last)

(First)

(Middle)

C/O MEMORY PHARMACEUTICALS CORP

100 PHILIPS PARKWAY

(Street)

MONTVALE

07645

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MEMORY PHARMACEUTICALS CORP [ MEMY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2006

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	10/16/2006		P		87,623	A	$1.11⁽¹⁾	255,518	I	See Footnote⁽²⁾
Common Stock								4,629	D⁽³⁾

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)
Common Stock Warrant (right to buy)	$1.33	10/16/2006		P		21,905		10/16/2006	10/15/2011⁽⁴⁾	Common Stock	21,905	$0.125⁽¹⁾	21,905⁽⁵⁾	I	See Footnote⁽²⁾

Explanation of Responses:

1. The common stock and warrants reported herein were purchased in a private placement that closed on October 16, 2006. The purchase price for each share is $1.11, which is the closing bid price of the Issuer's common stock as reported on the Nasdaq Global Market on October 4, 2006. For each one share purchased by a Purchaser in the private placement, such Purchaser received a warrant to purchase 0.25 of a share of the Issuer's common stock. The purchase price for each warrant is $0.125 per each underlying share of common stock.

2. Held indirectly by the Keyes/Sulat Revocable Trust, of which Mr. Sulat and his spouse are the trustees and the members of Mr. Sulat's immediate family are the beneficiaries.

3. Includes 2,490 shares of Common Stock purchased under the Issuer's 2004 Employee Stock Purchase Plan on July 31, 2006.

4. The warrants are immediately exercisable and expire on the earlier to occur of (i) the fifth anniversary of the issuance of the warrants and (ii) ten business days after notice from the Issuer that the closing price of the common stock has been greater than $3.00 per share for a period of 30 consecutive trading days.

5. Only represents the derivative securities of this class.

Remarks:

	/s/ Jzaneen Lalani, Attorney-in-fact	10/18/2006
	** 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 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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