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
X	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* RHO VENTURES IV QP LP (Last) (First) (Middle) C/O RHO VENTURES 152 WEST 57TH STREET 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TERCICA INC [ TRCA ]	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) 02/08/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	02/08/2005		P(2)		11,000	A	$8.26	2,677,998	I	See footnote(3)
Common Stock	02/11/2005		P(4)		325,000	A	$8	3,002,998	I	See footnote(3)

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

1. Name and Address of Reporting Person* RHO VENTURES IV QP LP (Last) (First) (Middle) C/O RHO VENTURES 152 WEST 57TH STREET 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RHO VENTURES IV LP (Last) (First) (Middle) 152 WEST 57TH STREET 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RHO VENTURES IV GMBH & CO BETEILIGUNGS KG (Last) (First) (Middle) C/O RHO VENTURES 152 WEST 57TH STREET 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RHO MANAGEMENT TRUST I (Last) (First) (Middle) C/O RHO VENTURES 152 WEST 57TH STREET 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KAIROUZ HABIB (Last) (First) (Middle) C/O RHO VENTURES 152 WEST 57TH STREET 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RUCH JOSHUA (Last) (First) (Middle) C/O RHO VENTURES 152 WEST 57TH STREET 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RHO CAPITAL PARTNERS VERWALTUNGS GMBH (Last) (First) (Middle) C/O RHO VENTURES 152 WEST 57TH STREET 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RHO CAPITAL PARTNERS INC (Last) (First) (Middle) C/O RHO VENTURES 152 WEST 57TH STREET 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RHO MANAGEMENT VENTURES IV LLC (Last) (First) (Middle) C/O RHO VENTURES 152 WEST 57TH STREET 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KARIBA LLC (Last) (First) (Middle) C/O RHO CAPITAL PARTNERS, INC. 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

2. Represents open market purchase of 11,000 shares by Drakensberg, L.P.

3. Consists of shares held of record by each of the entities listed below. Mark Leschly (who is a director of Tercica, Inc. and files separate Section 16(a) reports), Joshua Ruch and Habib Kairouz are (i) Managing Members of Rho Management Ventures IV, LLC, which is the general partner of Rho Ventures IV, L.P. and Rho Ventures IV (QP), L.P.; (ii) Managing Directors of Rho Capital Partners Verwaltungs GmbH, which is the general partner of Rho Ventures IV GmbH & Co. Beteiligungs KG; and (iii) Managing Partners of Rho Capital Partners, Inc., the investment advisor to Rho Management Trust I. Joshua Ruch is the Managing Member of Kariba LLC, which is the general partner of Drakensberg, L.P. Each of the Filing Persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

4. Represents shares of Common Stock purchased by various entities from the underwriters in a public offering of the issuer's common stock that is scheduled to close on 02/11/2005. See footnote (3).

Remarks:

As a result of the public offering of 6,000,000 shares of the issuer's common stock (scheduled to close on February 11, 2005), the entities included in this Form 4 will own less than 10% of the issuer's common stock. As a result, the Reporting Persons are no longer Section 16 filers with respect to the issuer effective February 11, 2005.

	/s/ Jeffrey I. Martin, Authorized Signer	02/10/2005
	** 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).
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