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* MDV IX LP (Last) (First) (Middle) C/O MOHR DAVIDOW VENTURES 3000 SAND HILL ROAD, #3-290 (Street) MENLO PARK CA 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) 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) Form filed by One Reporting Person X 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series AA Convertible Preferred Stock	(2)	(2)	Common Stock	1,029,516	(2)	I	MDV VII LP, nom for MDV VII LP, MDV VII Leaders' Fund LP, MDV ENF VII (A) LP & MDV ENF VII (B) LP(1)
Series AA Convertible Preferred Stock	(2)	(2)	Common Stock	511,328	(2)	I	MDV IX, L.P., as nominee for MDV IX, L.P., and MDV ENF IX, L.P.(3)
Series AA-1 Convertible Preferred Stock	(4)	(4)	Common Stock	468	(4)	I	MDV VII LP, nom for MDV VII LP, MDV VII Leaders' Fund LP, MDV ENF VII (A) LP & MDV ENF VII (B) LP(1)

1. Name and Address of Reporting Person* MDV IX LP (Last) (First) (Middle) C/O MOHR DAVIDOW VENTURES 3000 SAND HILL ROAD, #3-290 (Street) MENLO PARK CA 94025 (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* Ninth MDV Partners, L.L.C. (Last) (First) (Middle) C/O MOHR DAVIDOW VENTURES 3000 SAND HILL ROAD, #3-290 (Street) MENLO PARK CA 94025 (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* FEIBER JONATHAN D (Last) (First) (Middle) C/O MOHR DAVIDOW VENTURES 3000 SAND HILL ROAD, #3-290 (Street) MENLO PARK CA 94025 (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* MDV VII LP (Last) (First) (Middle) C/O MOHR DAVIDOW VENTURES 3000 SAND HILL ROAD, #3-290 (Street) MENLO PARK CA 94025 (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* Seventh MDV Partners, L.L.C. (Last) (First) (Middle) C/O MOHR DAVIDOW VENTURES 3000 SAND HILL ROAD, #3-290 (Street) MENLO PARK CA 94025 (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* SCHOENDORF NANCY J (Last) (First) (Middle) C/O MOHR DAVIDOW VENTURES 3000 SAND HILL ROAD, #3-290 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The shares are held directly by MDV VII, L.P. ("MDV VII"). Jonathan Feiber ("Feiber") and Nancy Schoendorf ("Schoendorf") are managing members of Seventh MDV Partners, L.L.C., the general partner of MDV VII, as nominee for MDV VII, MDV VII Leaders' Fund, L.P., MDV ENF VII(A), L.P, and MDV ENF(B), L.P. Feiber, Schoendorf and MDV VII may be deemed to share voting and investment power over the shares. Feiber, Schoendorf and MDV VII disclaim beneficial ownership of the shares held by MDV VII except to the extent of any pecuniary interest therein. William Ericson ("Ericson"), a general partner with Mohr Davidow Ventures, may be deemed to indirectly beneficially own the shares affiliated with MDV VII. Ericson is a director of the Issuer and, accordingly, files separate Section 16 reports.

2. 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.

3. The shares are held directly by MDV IX, L.P. ("MDV IX"). Ericson and Feiber are Managing Members of Ninth MDV Partners, L.L.C., the general partner of MDV IX, as nominee for MDV IX, and MDV ENF IX, L.P. Feiber, Ericson and MDV IX may be deemed to share voting and dispositive power over the shares held by MDV IX, as nominee for MDV IX, L.P., and MDV ENF IX, L.P. Ericson, Feiber and MDV IX disclaim beneficial ownership of the shares held by MDV IX except to the extent of any pecuniary interest therein. Ericson is a director of the Issuer and, accordingly, files separate Section 16 reports.

4. 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.

	MDV VII LP, nominee for MDV VII LP, MDV VII Leaders' Fund LP, MDV ENF VII (A) LP, and MDV ENF VII (B) LP By: Name: Title:	04/09/2014
	MDV IX, L.P., as nominee for MDV IX, L.P., and MDV ENF IX, L.P. By: Name: Title:	04/09/2014
	Seventh MDV Partners, L.L.C. By: Name: Title:	04/09/2014
	Ninth MDV Partners, L.L.C. By: Name: Title:	04/09/2014
	Jonathan Feiber	04/09/2014
	Nancy Schoendorf	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).
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