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*
APAX PARTNERS EUROPE MANAGERS LTD

(Last) (First) (Middle)
33 JERMYN STREET

(Street)
LONDON, ENGLAND SW1Y 6DN

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AFFYMAX INC [ AFFY ]
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)
09/14/2009
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 09/14/2009 S 169,795 D $21 1,087,954 I SEE FOOTNOTE(1)(2)
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
1. Name and Address of Reporting Person*
APAX PARTNERS EUROPE MANAGERS LTD

(Last) (First) (Middle)
33 JERMYN STREET

(Street)
LONDON, ENGLAND SW1Y 6DN

(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*
Apax Europe V GP Co.LTD

(Last) (First) (Middle)
33 JERMYN STREET

(Street)
LONDON, ENGLAND SW1Y 6DN

(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 securities were sold directly as follows: (i) 106,128 by Apax Europe V-A, L.P. ("Apax Europe V-A"), (ii) 19,089 by Apax Europe V-B, L.P. ("Apax Europe V-B"), (iii) 10,852 by Apax Europe V-C GmbH, Co. KG ("Apax Europe V-C"), (iv) 14,303 by Apax Europe V-D, L.P. ("Apax Europe V-D"), (v) 14,245 by Apax Europe V-E, L.P. ("Apax Europe V-E"), (vi) 2,506 by Apax Europe V-F, C.V. ("Apax Europe V-F"), (vii) 2,506 by Apax Europe V-G, C.V. ("Apax Europe V-G"), (viii) 81 by Apax Europe V-1, L.P. ("Apax Europe V-1"), and (ix) 85 by Apax Europe V-2, L.P. ("Apax Europe V-2" and together with Apax Europe V-A, Apax Europe V-B, Apax Europe V-C, Apax Europe V-D, Apax Europe V-E, Apax Europe V-F, Apax Europe V-G and Apax Europe V-1, the "Europe V Funds").
2. The statement is being filed by Apax Partners Europe Managers Ltd. ("Apax Europe Managers") and Apax Europe V GP Co. Limited ("Apax Europe V GP" and together with Apax Europe Managers, the "Reporting Persons"). Apax Europe Managers serves as the discretionary investment manager of the Europe V Funds and Apax Europe V GP serves as the general partner of the Europe V Funds. The securities beneficially owned following the reporting transaction are owned directly as follows: (i) 680,011 by Apax Europe V-A, (ii) 122,313 by Apax Europe V-B, (iii) 69,537 by Apax Europe V-C, (iv) 91,644 by Apax Europe V-D, (v) 91,275 by Apax Europe V-E, (vi) 16,056 by Apax Europe V-F, (vii) 16,056 by Apax Europe V-G, (viii) 519 by Apax Europe V-1 and (ix) 543 by Apax Europe V-2. Each of the Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of its pecuniary interest.
/s/ Martin Halusa APAX PARTNERS EUROPE MANAGERS, LTD. 09/16/2009
/s/ Paul Fitzsimons APAX PARTNERS EUROPE MANAGERS, LTD. 09/16/2009
/s/ Denise Fallaize APAX EUROPE V GP CO. LIMITED 09/16/2009
** 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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