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* InterWest Management Partners VIII, LLC (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 MYOGEN INC [ MYOG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) No longer 10% Owner
	3. Date of Earliest Transaction (Month/Day/Year) 09/29/2004
	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	09/29/2004	09/29/2004	P		148,595	A	$6.5	1,114,669	I	By InterWest Partners VI, LP(1)
Common Stock	09/29/2004	09/29/2004	P		4,660	A	$6.5	34,949	I	By InterWest Investors VI, LP(2)
Common Stock	09/29/2004	09/29/2004	P		591,390	A	$6.5	2,209,496	I	By InterWest Partners VIII, LP(3)
Common Stock	09/29/2004	09/29/2004	P		4,720	A	$6.5	17,635	I	By InterWest Investors VIII, LP(4)
Common Stock	09/29/2004	09/29/2004	P		16,920	A	$6.5	63,213	I	By InterWest Investors Q VIII, LP(5)
Common Stock	09/30/2004	09/30/2004	P		5,000	A	$7.678	5,000	I	By Gilbert H. Kliman
Common Stock	09/30/2004	09/30/2004	P		5,000	A	$7.82	5,000	I	By Gilbert H. Kliman

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
Common Stock Warrant (right to buy)	$7.8	09/29/2004		P		29,719		03/30/2005	09/29/2009	Common Stock	29,719	$0.125	29,719	I	By InterWest Partners VI, LP(1)
Common Stock Warrant (right to buy)	$7.8	09/29/2004		P		118,278		03/30/2005	09/29/2009	Common Stock	118,278	$0.125	118,278	I	By InterWest Partners VIII, LP(3)
Common Stock Warrant (right to buy)	$7.8	09/29/2004		P		932		03/30/2005	09/29/2009	Common Stock	932	$0.125	932	I	By InterWest Investors VI, LP(2)
Common Stock Warrant (right to buy)	$7.8	09/29/2004		P		3,384		03/30/2005	09/29/2009	Common Stock	3,384	$0.125	3,384	I	By InterWest Investors Q VIII, LP(5)
Common Stock Warrant (right to buy)	$7.8	09/29/2004		P		944		03/30/2005	09/29/2009	Common Stock	944	$0.125	944	I	By InterWest Investors VIII, LP(4)

1. Name and Address of Reporting Person* InterWest Management Partners VIII, 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) X Other (specify below) No longer 10% Owner

1. Name and Address of Reporting Person* INTERWEST PARTNERS VIII 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) X Other (specify below) No longer 10% Owner

1. Name and Address of Reporting Person* INTERWEST INVESTORS VIII 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) X Other (specify below) No longer 10% Owner

1. Name and Address of Reporting Person* INTERWEST INVESTORS Q VIII 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) X Other (specify below) No longer 10% Owner

1. Name and Address of Reporting Person* InterWest Management Partners VI, 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) X Other (specify below) No longer 10% Owner

1. Name and Address of Reporting Person* INTERWEST PARTNERS VI 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) X Other (specify below) No longer 10% Owner

1. Name and Address of Reporting Person* InterWest Investors VI, 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) X Other (specify below) No longer 10% Owner

Explanation of Responses:

1. The shares are owned by InterWest Partners VI, L.P. "IP6", which is under common control with InterWest Investors VI, L.P. "II6". InterWest Management Partners VI, LLC "IMP6" is the general partner of IP6 and II6. Arnold L. Oronsky, Harvey B. Cash, Philip T. Gianos, W. Scott Hedrick, W. Stephen Holmes and Robert Momsen are managing directors of IMP6 and Gilbert H. Kliman is a venture member of IMP6. Each member of the group disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, and any shares held in their names.

2. The shares are owned by II6.

3. The shares are owned by InterWest Partners VIII, L.P. "IP8", which is under common control with InterWest Investors VIII, L.P. "II8" and InterWest Investors Q VIII, L.P. "IIQ8". InterWest Management Partners VIII, LLC "IMP8" is the general partner of II8 and IIQ8. Arnold L. Oronsky, Stephen C. Bowsher, Harvey B. Cash, Philip T. Gianos, W. Scott Hedrick, W. Stephen Holmes, Gilbert H. Kliman, Thomas L. Rosch, and Michael B. Sweeney are managing directors of IMP8 and John C. Adler, Christopher Ehrlich and H. Ronald Nash are venture members of IMP8. Each member of the group disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, and any shares held in their names.

4. The shares are owned by II8.

5. The shares are owned by IIQ8.

	/s/ W. Stephen Holmes, Managing Director of InterWest Management Partners VIII, LLC	09/30/2004
	/s/ W. Stephen Holmes, Managing Director of InterWest Management Partners VIII, LLC, which serves as the sole general partner of InterWest Investors VIII, LP	09/30/2004
	/s/ W. Stephen Holmes, Managing Director of InterWest Management Partners VIII, LLC, which serves as the sole general partner of InterWest Investors Q VIII, LP	09/30/2004
	/s/ W. Stephen Holmes, Managing Director of InterWest Management Partners VI, LLC, which serves as the sole general partner of InterWest Partners VI, LP	09/30/2004
	/s/ W. Stephen Holmes, Managing Director of InterWest Management Partners VI, LLC, which serves as the sole general partner of InterWest Investors VI, LP	09/30/2004
	** 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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