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^*

McWhorter Stuart C

(Last)

(First)

(Middle)

C/O DARA BIOSCIENCES, INC.

4505 FALLS OF NEUSE ROAD, SUITE 125

(Street)

RALEIGH

27609

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/12/2008

3. Issuer Name and Ticker or Trading Symbol
DARA BIOSCIENCES INC [ DARA ]

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

X	Director	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	1,035,608	I	See Footnote⁽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)
Option to Buy⁽²⁾	⁽³⁾	09/21/2017	Common Stock	12,893	$2.62	D
Option to Buy⁽²⁾	⁽⁴⁾	12/12/2016	Common Stock	25,785	$2.33	D
Option to Buy⁽²⁾	⁽⁵⁾	09/21/2017	Common Stock	12,893	$2.62	D
Option to Buy⁽²⁾	⁽⁶⁾	12/12/2016	Common Stock	25,785	$2.33	D

Explanation of Responses:

1. Includes 517,804 shares held by FCA Venture Partners III SBIC, L.P. and 517,804 shares held by FCA Venture Partners IV. Stuart C. McWhorter serves as President of Clayton Ventures III SBIC, Inc. and Clayton Ventures IV, LLC which are the general partners of FCA Venture Partners III SBIC, L.P. and FCA Venture Partners IV, L.P. (collectively, the "FCA Companies"). Mr. McWhorter disclaims beneficial ownership of shares owned by the FCA Companies, except to the extent of his pecuniary interest therein, if any.

2. These securities are held directly by Mr. McWhorter. Mr. McWhorter holds these securities for the benefit of the FCA Companies. Mr. McWhorter disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.

3. This option was granted on September 21, 2007 and provided for vesting in four equal installments, with the first installment vesting upon grant and the remaining installments vesting annually thereafter.

4. This option was granted on December 12, 2006 and provided for vesting in four equal installments, with the first installment vesting upon grant and the remaining installments vesting annually thereafter.

5. This option was granted on September 21, 2007 and provided for vesting in four equal installments, with the first installment vesting upon grant and the remaining installments vesting annually thereafter.

6. This option was granted on December 12, 2006 and provided for vesting in four equal installments, with the first installment vesting upon grant and the remaining installments vesting annually thereafter.

	/s/ Ann A. Rosar, Attorney-in-Fact	02/21/2008
	** 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 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).
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