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
	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* INTERWEST PARTNERS VII L P (Last) (First) (Middle) 2710 SAND HILL ROAD, SECOND FLOOR (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol METABASIS THERAPEUTICS INC [ MBRX ]	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) 06/21/2004
	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	06/21/2004		C		1,979,270	A	(1)	1,979,270(2)	D
Common Stock	06/21/2004		C		94,782	A	(1)	94,782(3)	I	See footnote(3)
Common Stock	06/21/2004		P		124,059	A	$7	124,059(2)	D
Common Stock	06/21/2004		P		5,941	A	$7	5,941(3)	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
Series C Convertible Preferred Stock	(4)	06/21/2004		C			782,411	(5)	(6)	Common Stock	782,411(2)	(6)	0	D
Series C Convertible Preferred Stock	(4)	06/21/2004		C			37,468	(5)	(6)	Common Stock	37,468(3)	(6)	0	I	See footnote(3)
Series D Convertible Preferred Stock	(7)	06/21/2004		C			539,815	(5)	(6)	Common Stock	539,815(2)	(6)	0	D
Series D Convertible Preferred Stock	(7)	06/21/2004		C			25,850	(5)	(6)	Common Stock	25,850(3)	(6)	0	I	See footnote(3)
Series E Convertible Preferred Stock	(8)	06/21/2004		C			657,044	(5)	(6)	Common Stock	657,044(2)	(6)	0	D
Series E Convertible Preferred Stock	(8)	06/21/2004		C			31,464	(5)	(6)	Common Stock	31,464(3)	(6)	0	I	See footnote(3)

1. Name and Address of Reporting Person* INTERWEST PARTNERS VII L P (Last) (First) (Middle) 2710 SAND HILL ROAD, SECOND FLOOR (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* INTERWEST MANAGEMENT PARTNERS VII LLC (Last) (First) (Middle) 2710 SAND HILL ROAD, SECOND FLOOR (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* InterWest Investors VII, LP (Last) (First) (Middle) 2710 SAND HILL ROAD, SECOND FLOOR (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* Bowsher Stephen C (Last) (First) (Middle) 2710 SAND HILL ROAD, SECOND FLOOR (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* CASH HARVEY B (Last) (First) (Middle) 2710 SAND HILL ROAD, SECOND FLOOR (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* GIANOS PHILIP T (Last) (First) (Middle) 2710 SAND HILL ROAD, SECOND FLOOR (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* HEDRICK W SCOTT (Last) (First) (Middle) 2710 SAND HILL ROAD, SECOND FLOOR (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* Holmes W Stephen (Last) (First) (Middle) 2710 SAND HILL ROAD, SECOND FLOOR (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* Kliman Gilbert H (Last) (First) (Middle) 2710 SAND HILL ROAD, SECOND FLOOR (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* ORONSKY ARNOLD L (Last) (First) (Middle) 2710 SAND HILL ROAD, SECOND FLOOR (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. N/A - Securities were issued upon conversion of convertible preferred stock.

2. Securities held of record by InterWest Partners VII, LP (IP7) and are under common control with InterWest Investors VII, OP (II7). InterWest Management Partners VII, LLC is the general partner of IP7 and II7. Harvey B. Cash, Phillip T. Gianos, W. Scott Hedrick, W. Stephen Holmes, Gilbert H. Kliman, Thomas L. Rosch and Arnold L. Oronsky are Managing Members, Each member of the group disclaims beneficial ownership of such shares, expect to the extent of his pecuniary interest therein.

3. Securities held of record by Interwest Partners VII, LP (II7) are under common control with IP7. Harvey B. Cash, Phillip T. Gianos, W. Scott Hedrick, W. Stephen Holmes, Gilbert H. Kliman, Thomas L. Rosch and Arnold L. Ornosky are managing members. Each member of the group disclaims beneficial ownership of such shares, expect to the extent of his pecuniary interest therein.

4. Each share of Series C Preferred Stock converted into 0.1646 of a share of Common Stock upon the completion of the issuer's initial public offering.

5. Immediate

6. N/A

7. Each share of Series D Convertible Stock converted into 0.17 of a share of Common Stock upon the completion of the issuer's initial public offering.

8. Each share of Series E Convertible Stock converted into 0.1646 of a share of Common Stock upon the completion of the issuer's initial public offering.

Remarks:

This Form 4 is being filed in conjunction with a Form 4 filed on behalf of InterWest Partners VII, LP of even date herewith, in order to report more than 10 joint filers. Each such Form 4 relates to the same reportable transaction which occurred on June 21, 2004, and such Form 4s shall be treated as one filing.

	Arnold L. Oronsky, Managing Director of InterWest Management Partners, LLC, General Partner of InterWest Partners VII, LP	06/21/2004
	Arnold L. Oronsky, Managing Director of InterWest Management Partners VII, LLC, General Partner of InterWest Investors VII, LP	06/21/2004
	Arnold L. Oronsky, Managing Director of InterWest Management Partners, VII, LLC	06/21/2004
	Stephen Bowsher, an individual, on behalf of InterWest Management Partners VII, LLC, General Partner	06/21/2004
	Karen A. Wilson, Power-of-Attorney for Harvey B. Cash, an individual, on behalf of InterWest Management Partners VII, LLC, General Partner	06/21/2004
	Philip T. Gianos, an individual, on behalf of InterWest Management Partners VII, LLC, General Partner	06/21/2004
	Karen A. Wilson, Power-of-Attorney for W. Scott Hedrick, an individual, on behalf of InterWest Management Partners VII, LLC, General Partner	06/21/2004
	Karen A. Wilson, Power-of-Attorney for Stephen W. Holmes, an individual, on behalf of InterWest Management Partners VII, LLC, General Partner	06/21/2004
	Gilbert Kilman, an individual, on behalf of InterWest Management Partners VII, LLC, General Partner	06/21/2004
	Arnold L. Oronsky, an individual, on behalf of InterWest Management Partners VII, LLC, General Partner	06/21/2004
	** Signature of Reporting Person	Date
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