SEC FORM 3

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^*

Ericson William W.

(Last)

(First)

(Middle)

C/O MOHR DAVIDOW VENTURES

3000 SAND HILL ROAD, #3-290

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/09/2014

3. Issuer Name and Ticker or Trading Symbol
Adamas Pharmaceuticals Inc [ ADMS ]

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

X	Director	X	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	2,742,702	I	MDV VII LP, nom for MDV VII LP, MDV VII Leaders' Fund LP, MDV ENF VII (A) LP, and MDV ENF VII (B) LP⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (Right to Buy)	⁽²⁾	02/02/2024	Common Stock	30,000	$8.995	D
Series AA Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,029,516	⁽³⁾	I	MDV VII LP, nom for MDV VII LP, MDV VII Leaders' Fund LP, MDV ENF VII (A) LP, and MDV ENF VII (B) LP⁽¹⁾
Series AA Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	511,328	⁽³⁾	I	MDV IX, L.P., as nominee for MDV IX, L.P., and MDV ENF IX, L.P.⁽⁴⁾
Series AA-1 Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	468	⁽⁵⁾	I	MDV VII LP, nom for MDV VII LP, MDV VII Leaders' Fund LP, MDV ENF VII (A) LP, and MDV ENF VII (B) LP⁽¹⁾

Explanation of Responses:

1. Seventh MDV Partners, L.L.C. is the general partner of MDV VII, L.P., as nominee for MDV VII, L.P., MDV VII Leaders' Fund, L.P., MDV ENF VII(A), L.P, and MDV ENF(B), L.P. and has sole voting and investment power over the shares. William Ericson, a general partner with Mohr Davidow Ventures, may be deemed to indirectly beneficially own the shares affiliated with Mohr Davidow Ventures.

2. The Option shares shall vest as follows: 1/3rd of the shares subject to such option shall vest each year after February 2, 2014, subject to Reporting Person's Continuous Service (as defined in the Issuer's 2007 Stock Plan) as of each such date. The Option shares are subject to an early exercise right and may be exercised in full prior to vesting.

3. The Series AA Preferred Stock has no expiration date and is convertible at any time at the option of the holder and will automatically convert immediately prior to the closing of the Issuer's initial public offering, at a conversion ratio of 1 share of Common Stock for every 1 share of Series AA Preferred Stock, for no additional consideration.

4. William Ericson is a Managing Member of Ninth MDV Partners, L.L.C., the general partner of MDV IX, L.P., as nominee for MDV IX, L.P., and MDV ENF IX, L.P. William Ericson may be deemed to share voting and dispositive power over the shares held by MDV IX, L.P., as nominee for MDV IX, L.P., and MDV ENF IX, L.P.

5. The Series AA-1 Preferred Stock has no expiration date and will automatically convert immediately prior to the closing of the Issuer's initial public offering, at a conversion ratio of 1 share of Common Stock for every 1000 shares of Series AA-1 Preferred Stock, for no additional consideration. Except upon the closing of the Issuer's initial public offering, the Series AA-1 Preferred Stock shall not be convertible into Common Stock.

Remarks:

	/s/Danielle Naftulin, Attorney-in-Fact	04/09/2014
	** 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 5 (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.
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