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^*

Costantino John R

(Last)

(First)

(Middle)

C/O NGN CAPITAL LLC

369 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ARTES MEDICAL INC [ ARTE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2008

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	09/26/2008		P		129,107	A	$0.8125	522,378⁽¹⁾	I	By NGN BioMed Opportunity I GmbH & Co. Beteiligungs KG⁽²⁾
Common Stock	09/26/2008		P		178,584	A	$0.8125	722,566⁽³⁾	I	By NGN BioMed Opportunity I, L.P.⁽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)
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)
Warrant (Right to Purchase Common Stock)	$0.75	09/26/2008		A		64,554		03/26/2009	03/26/2014	Common Stock	64,554	$0.00	64,554	I	By NGN BioMed Opportunity I GmbH & Co. Beteiligungs KG⁽²⁾
Warrant (Right to Purchase Common Stock)	$0.75	09/26/2008		A		89,292		03/26/2009	03/26/2014	Common Stock	89,292	$0.00	89,292	I	By NGN BioMed Opportunity I, L.P.⁽²⁾

Explanation of Responses:

1. Represents total amount of common stock owned directly by NGN BioMed Opportunity I GmbH & Co. Beteiligungs KG.

2. Mr. Costantino is the Managing General Partner of NGN Capital LLC. NGN Capital LLC is the managing limited partner of NGN BioMed Opportunity I, GmbH & Co. Beteiligungs KG and the sole general partner of NGN BioMed I, GP, L.P, the sole general partner of NGN BioMed Opportunity I, L.P. Mr. Costantino disclaims beneficial ownership of the securities held directly by NGN BioMed Opportunity I, GmbH & Co. Beteiligungs KG, NGN BioMed Opportunity I, L.P. and NGN Capital LLC except to the extent of any indirect pecuniary interest in his distributive share therein.

3. Represents total amount of common stock owned directly by NGN BioMed Opportunity I, L.P.

Remarks:

	/s/ John R. Costantino	09/29/2008
	** 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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