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^*

Shaffer Gary

(Last)

(First)

(Middle)

2710 SAND HILL ROAD

SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
THERMAGE INC [ THRM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2006

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	11/10/2006		P	V	92,196⁽⁶⁾	A	$7	92,196⁽⁷⁾	I⁽²⁾	By Morgenthaler Venture Partners V, L.P.
Common Stock	11/10/2006		P	V	48,253⁽⁶⁾	A	$7	48,253⁽⁸⁾	I⁽³⁾	By Morgenthaler Partners VII, L.P.
Common Stock	11/15/2006		C	V	1,798,741	A	⁽¹⁾	1,890,937⁽⁷⁾	I⁽²⁾	By Morgenthaler Venture Partners V, L.P.
Common Stock	11/15/2006		C	V	941,413	A	⁽¹⁾	989,666⁽⁸⁾	I⁽³⁾	By Morgenthaler Partners VII, L.P.

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)
Series B Convertible Preferred Stock	⁽⁴⁾	11/15/2006		C	V		1,132,075	⁽⁵⁾	⁽¹⁾	Common Stock	1,132,075	⁽¹⁾	0	I⁽²⁾	By Morgenthaler Venture Partners V, L.P.
Series C Convertible Preferred Stock	⁽⁴⁾	11/15/2006		C	V		666,666	⁽⁵⁾	⁽¹⁾	Common Stock	666,666	⁽¹⁾	0	I⁽²⁾	By Morgenthaler Venture Partners V, L.P.
Series C Convertible Preferred Stock	⁽⁴⁾	11/15/2006		C	V		941,413	⁽⁵⁾	⁽¹⁾	Common Stock	941,413	⁽¹⁾	0	I⁽³⁾	By Morgenthaler Partners VII, L.P.
Director Stock Options (right to buy)	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	40,000⁽⁹⁾		40,000	D

Explanation of Responses:

1. Not applicable.

2. The reported securities are owned directly by Morgenthaler Venture Partners V, L.P. and indirectly by Morgenthaler Management Partners V, LLC as general partner of Morgenthaler Venture Partners V, L.P. Mr. Shaffer shares voting and investment control over all securities held by Morgenthaler Venture Partners V, L.P. and Morgenthaler Management Partners V, LLC. Mr. Shaffer disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

3. The reported securities are owned directly by Morgenthaler Partners VII, L.P. and indirectly by Morgenthaler Management Partners VII, LLC as general partner of Morgenthaler Partners VII, L.P. Mr. Shaffer shares voting and investment control over all securities held by Morgenthaler Partners VII, L.P. and Morgenthaler Management Partners VII, LLC. Mr. Shaffer disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

4. 1-for-1.

5. Immediately.

6. These shares were purchased from the underwriters as provided for in the Issuer's prospectus dated November 9, 2006.

7. Following all transactions reported hereunder, Mr. Shaffer indirectly holds an aggregate of 1,890,937 shares of common stock by Morgenthaler Venture Partners V, L.P.

8. Following all transactions reported hereunder, Mr. Shaffer indirectly holds an aggregate of 989,666 shares of common stock by Morgenthaler Partners VII, L.P.

9. Immediately prior to Mr. Shaffer's resignation as a director of the Issuer, he owned stock options representing a right to purchase an aggreagate total of 40,000 shares of the Issuer's common stock, at exercises prices ranging from $0.45 to $3.00 per share.

Remarks:

Mr. Shaffer ceased to be a director as of November 15, 2006. This Form 4 is filed for the sole purpose of notifying the public that Mr. Shaffer is exiting from the Section 16 reporting system.

	/s/ Gary Shaffer	11/16/2006
	** 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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