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^*

ORONSKY ARNOLD L

(Last)

(First)

(Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, 2ND FLOOR

(Street)

MENLO PARK

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/16/2008

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	04/16/2008		P		945,577	A	$2.34	3,456,030	I⁽¹⁾	By InterWest Partners VII, LP
Common Stock	04/16/2008		X		118,759	A	$2.34	3,574,789	I⁽¹⁾	By InterWest Partners VII, LP
Common Stock	04/16/2008		X		142,493	A	$2.34	3,717,282	I⁽¹⁾	By InterWest Partners VII, LP
Common Stock	04/16/2008		P		45,239	A	$2.34	165,459	I⁽²⁾	By InterWest Investors VII, LP
Common Stock	04/16/2008		X		5,687	A	$2.34	171,146	I⁽²⁾	By InterWest Investors VII, LP
Common Stock	04/16/2008		X		6,824	A	$2.34	177,970	I⁽²⁾	By InterWest Investors VII, LP

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)
Common Stock Warrant (Right to Buy)	$8.694	04/16/2008		H⁽³⁾			118,759	06/16/2004	04/16/2008	Common Stock	118,759	$0⁽³⁾	0	I⁽¹⁾	By InterWest Partners VII, LP
Common Stock Warrant (Right to Buy)	$6.74	04/16/2008		H⁽³⁾			142,493	03/29/2006	04/16/2008	Common Stock	142,493	$0⁽³⁾	0	I⁽¹⁾	By InterWest Partners VII, LP
Common Stock Warrant (Right to Buy)	$8.694	04/16/2008		H⁽³⁾			5,687	06/16/2004	04/16/2008	Common Stock	5,687	$0⁽³⁾	0	I⁽²⁾	By InterWest Investors VII, LP
Common Stock Warrant (Right to Buy)	$6.74	04/16/2008		H⁽³⁾			6,824	03/29/2006	04/16/2008	Common Stock	6,824	$0⁽³⁾	0	I⁽²⁾	By InterWest Investors VII, LP
Common Stock Warrant (Right to Buy)	$2.34	04/16/2008		P⁽³⁾		118,759		04/16/2008	04/16/2008	Common Stock	118,759	$0⁽³⁾	118,759	I⁽¹⁾	By InterWest Partners VII, LP
Common Stock Warrant (Right to Buy)	$2.34	04/16/2008		P⁽³⁾		142,493		04/16/2008	04/16/2008	Common Stock	142,493	$0⁽³⁾	142,493	I⁽¹⁾	By InterWest Partners VII, LP
Common Stock Warrant (Right to Buy)	$2.34	04/16/2008		P⁽³⁾		5,687		04/16/2008	04/16/2008	Common Stock	5,687	$0⁽³⁾	5,687	I⁽²⁾	By InterWest Investors VII, LP
Common Stock Warrant (Right to Buy)	$2.34	04/16/2008		P⁽³⁾		6,824		04/16/2008	04/16/2008	Common Stock	6,824	$0⁽³⁾	6,824	I⁽²⁾	By InterWest Investors VII, LP
Common Stock Warrant (Right to Buy)	$2.34	04/16/2008		X⁽³⁾			118,759	04/16/2008	04/16/2008	Common Stock	118,759	$0⁽³⁾	0	I⁽¹⁾	By InterWest Partners VII, LP
Common Stock Warrant (Right to Buy)	$2.34	04/16/2008		X⁽³⁾			142,493	04/16/2008	04/16/2008	Common Stock	142,493	$0⁽³⁾	0	I⁽¹⁾	By InterWest Partners VII, LP
Common Stock Warrant (Right to Buy)	$2.34	04/16/2008		X⁽³⁾			5,687	04/16/2008	04/16/2008	Common Stock	5,687	$0⁽³⁾	0	I⁽²⁾	By InterWest Investors VII, LP
Common Stock Warrant (Right to Buy)	$2.34	04/16/2008		X⁽³⁾			6,824	04/16/2008	04/16/2008	Common Stock	6,824	$0⁽³⁾	0	I⁽²⁾	By InterWest Investors VII, LP
Common Stock Warrant (Right to Buy)	$2.69	04/16/2008		P		312,173		10/16/2008	04/16/2013	Common Stock	312,173	$0.125	312,173	I⁽¹⁾	By InterWest Partners VII, LP
Common Stock Warrant (Right to Buy)	$2.69	04/16/2008		P		14,937		10/16/2008	04/16/2013	Common Stock	14,937	$0.125	14,937	I⁽²⁾	By InterWest Investors VII, LP

Explanation of Responses:

1. The shares are owned by InterWest Partners VII, L.P. ("IW7"). InterWest Management Partners VII, LLC ("IMP7") is the general partner of IW7. The Reporting Person is a Managing Directors of IMP7 and disclaims beneficial ownership of the shares reported, except to the extent of his pecuniary interest therein.

2. The shares are owned by InterWest Investors VII, L.P. ("II7"). InterWest Management Partners VII, LLC ("IMP7") is the general partner of II7. The Reporting Person is a Managing Directors of IMP7 and disclaims beneficial ownership of the shares reported, except to the extent of his pecuniary interest therein.

3. In connection with a private placement of shares of the Company's common stock, the Company agreed to lower the exercise price of certain outstanding warrants in exchange for the immediate exercise of those warrants.

	/s/ Arnold L. Oronsky	04/18/2008
	** 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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