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* BEAR STEARNS COMPANIES INC (Last) (First) (Middle) 383 MADISON AVE. (Street) NEW YORK NY 10179 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/14/2006	3. Issuer Name and Ticker or Trading Symbol AFFYMAX INC [ AFFY ]
		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)

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 C Convertible Preferred Stock	(1)	(1)	Common Stock	662,601(2)(3)	(4)	I	See Footnote(2)(3)
Series D Convertible Preferred Stock	(1)	(1)	Common Stock	496,950(2)(5)	(6)	I	See Footnote(2)(5)

1. Name and Address of Reporting Person* BEAR STEARNS COMPANIES INC (Last) (First) (Middle) 383 MADISON AVE. (Street) NEW YORK NY 10179 (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* BEAR STEARNS ASSET MANAGEMENT INC (Last) (First) (Middle) 383 MADISON AVE. (Street) NEW YORK NY 10179 (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* BEAR STEARNS HEALTH INNOVENTURES MANAGEMENT LLC (Last) (First) (Middle) 383 MADISON AVE. (Street) NEW YORK NY 10179 (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* BSHI Members LLC (Last) (First) (Middle) 383 MADISON AVE. (Street) NEW YORK NY 10179 (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* BEAR STEARNS HEALTH INNOVENTURES LP (Last) (First) (Middle) 383 MADISON AVE. (Street) NEW YORK NY 10179 (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* Bear Stearns Health Innoventures Offshore LP (Last) (First) (Middle) 383 MADISON AVE. (Street) NEW YORK NY 10179 (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* BX LP (Last) (First) (Middle) 383 MADISON AVE. (Street) NEW YORK NY 10179 (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* BEAR STEARNS HEALTH INNOVENTURES EMPLOYEE FUND LP (Last) (First) (Middle) 383 MADISON AVE. (Street) NEW YORK NY 10179 (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* RYSER STEFAN (Last) (First) (Middle) 383 MADISON AVE. (Street) NEW YORK NY 10179 (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. These securities are preferred stock of the Issuer and do not have an expiration date. These securities will automatically convert into shares of common stock upon the closing of the Issuer's initial public offering.

2. The Bear Stearns Companies, Inc. ("BSCI") is the parent company of Bear Stearns Asset Management, Inc. ("BSAM"). BSAM is the sole manager of Bear Stearns Health Innoventures Management, LLC ("Management") and the sole manager of BSHI Members, LLC ("Members"). Dr. Ryser and Elizabeth Czerepak are managing partners of Management. Management is the sole general partner of Bear Stearns Health Innoventures, L.P. ("BSHI"), the sole general partner of Bear Stearns Health Innoventures Offshore, L.P. ("Offshore"), the sole general partner of BX, L.P. ("BX"), and the sole general partner of Bear Stearns Health Innoventures Employee Fund, L.P. ("Employee Fund"), and Members co-invests with these funds.

3. The shares are directly owned as follows: 44,568 by Members; 95,892 by BSHI; 78,887 by Offshore; 381,051 by BX and 62,203 by Employee Fund. Each Reporting Person disclaims beneficial ownership of any securities that exceed its pecuniary interest in the securities held by these entities.

4. Each share of Series C Convertible Stock will convert automatically into shares of Common Stock on a 1 for 1 basis immediately prior to the closing of the Issuer's initial public offering.

5. The shares are directly owned as follows: 33,426 by Members; 71,919 by BSHI; 59,165 by Offshore; 285,788 by BX and 46,652 by Employee Fund. Each Reporting Person disclaims beneficial ownership of any securities that exceed its pecuniary interest in the securities held by these entities.

6. Each share of Series D Convertible Stock will convert automatically into shares of Common Stock on a 1 for 1 basis immediately prior to the closing of the Issuer's initial public offering.

	/s/ Kenneth L. Edlow, Secretary, The Bear Stearns Companies Inc.	12/12/2006
	/s/ Roger Baumenn, Senior Managing Director, Bear Stearns Asset Management, Inc.	12/12/2006
	/s/ Elizabeth Czerepak, Managing Partner, Bear Stearns Health Innoventures Management, LLC	12/12/2006
	/s/ Elizabeth Czerepak, Authorized Signatory, Bear Stearns Asset Management Inc., Manager of BSHI Members, LLC	12/12/2006
	/s/ Elizabeth Czerepak, Authorized Signatory, Bear Stearns Health Innoventures Management, LLC, General Partner of Bear Stearns Health Innoventures L.P.	12/12/2006
	/s/ Elizabeth Czerepak, Authorized Signatory, Bear Stearns Health Innoventures Management, LLC, General Partner of Bear Stearns Health Innoventures Offshore, L.P.	12/12/2006
	/s/ Elizabeth Czerepak, Authorized Signatory, Bear Stearns Health Innoventures Management, LLC, General Partner of BX, L.P.	12/12/2006
	/s/ Elizabeth Czerepak, Authorized Signatory, Bear Stearns Health Innoventures Management, LLC, General Partner of Bear Stearns Health Innoventures Employee Fund, L.P.	12/12/2006
	/s/ Stefan Ryser, as an Individual	12/12/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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