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* CZEREPAK ELIZABETH (Last) (First) (Middle) C/O BEAR STEARNS HEALTH INNOVENTURES, LP 383 MADISON AVE., 5TH FLOOR (Street) NEW YORK NY 10179 (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) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/20/2006
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/20/2006		C		662,601(1)	A	(2)	662,601	I	See FN(3)
Common Stock	12/20/2006		C		496,950(4)	A	(5)	1,159,551	I	See FN(6)

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 C Convertible Preferred Stock	(2)	12/20/2006		C			662,601	(7)	(7)	Common Stock	662,601	$0.00	0	D
Series D Convertible Preferred Stock	(5)	12/20/2006		C			496,950	(7)	(7)	Common Stock	496,950	$0.00	0	D

Explanation of Responses:

1. Automatic conversion upon the closing of the Issuer's initial public offering of Series C Preferred Stock at a rate of 1 for 1, resulting in the issuance of 662,601 shares of common stock. The shares were issued as follows: 62,203 to Bear Stearns Health Innoventures Employee Fund, L.P. ("Employee Fund"), 78,887 to Bear Stearns Health Innoventures Offshore, L.P. ("Offshore"), 95,892 to Bear Stearns Health innoventures, L.P. ("BSHI"), 44,568 to BSHI Members, L.L.C. ("Members") and 381,051 to BX, L.P. ("BX").

2. The Series C Preferred Stock converted into the Issuer's common stock at a rate of 1 for 1.

3. The shares are held as follows: 62,203 by Employee Fund, 78,887 Offshore, 95,892 by BSHI, 44,568 Members and 381,051 by BX. The Reporting Person is a managing partner of Bear Stearns Health Innoventures Managment, LLC ("Management"). Management is the sole general partner of BSHI, Offshore, BX and Employee Fund. The Reporting Person disclaims beneficial ownership of these shares except to the extent of her proportionate pecuniary interest therein.

4. Automatic conversion upon the closing of the Issuer's initial public offering of Series D Preferred Stock at a rate of 1 for 1, resulting in the issuance of 496,950 shares of common stock. The shares were issued as follows: 46,652 to Employee Fund, 59,165 to Offshore, 71,919 to BSHI, 33,426 to Members and 285,788 to BX.

5. The Series D Preferred Stock converted into the Issuer's common stock at a rate of 1 for 1.

6. The shares are held as follows: 108,855 by Employee Fund, 138,052 Offshore, 167,811 by BSHI, 77,994 Members and 666,839 by BX. The Reporting Person is a managing partner of Bear Stearns Health Innoventures Managment, LLC ("Management"). Management is the sole general partner of BSHI, Offshore, BX and Employee Fund. The Reporting Person disclaims beneficial ownership of these shares except to the extent of her proportionate pecuniary interest therein.

7. The securities are preferred stock of the Issuer and do not have an expiration date. The securities automatically converted into common stock upon the closing of the Issuer's initial public offering.

	/s/ Ali Mahdavi, Attorney-in-fact	12/20/2006
	** 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).
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.