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*
APAX MANAGERS INC

(Last) (First) (Middle)
601 LEXINGTON AVENUE
53RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AFFYMAX INC [ AFFY ]
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)
09/01/2009
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)
Code V Amount (A) or (D) Price
Common Stock 09/01/2009 S 130,205 D $22.25 1,138,083 I SEE FOOTNOTE(1)(2)
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
Explanation of Responses:
1. The securities were sold directly as follows: (i) 111,445 by Apax Excelsior VI, L.P. ("Excelsior VI"), (ii) 8,977 by Apax Excelsior VI-A C.V. ("Excelsior VI-A"), (iii) 5,980 by Apax Excelsior VI-B C.V. ("Excelsior VI-B") and (iv) 3,803 by Patricof Private Investment Club III, L.P. ("Patricof Private Investment Club III," and together with Excelsior VI, Excelsior VI-A and Excelsior VI-B, the "Excelsior VI Funds"). Apax Excelsior VI Partners, L.P. ("Apax Excelsior VI Partners") is the general partner of the Excelsior VI Funds. Apax Managers, Inc. (the "Reporting Person") is the general partner of Apax Excelsior VI Partners.
2. The securities beneficially owned following the reporting transaction are owned directly as follows: (i) 974,111 by Excelsior VI, (ii) 78,463 by Excelsior VI-A, (iii) 52,271 by Excelsior VI-B and (iv) 33,238 by Patricof Private Investment Club III. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest.
/s/ Robert Marsden 09/03/2009
** 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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