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*
COLELLA SAMUEL D

(Last) (First) (Middle)
3000 SAND HILL ROAD
BLDG 4, SUITE 210

(Street)
MENLO PARK CA 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)
11/14/2006
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 11/10/2006 P 147,472(1)(2) A $7 147,472 I(3) By Institutional Venture 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
COLELLA SAMUEL D

(Last) (First) (Middle)
3000 SAND HILL ROAD
BLDG 4, SUITE 210

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
INSTITUTIONAL VENTURE PARTNERS VII

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 2, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
INSTITUTIONAL VENTURE MANAGEMENT VII LP

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 2, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Institutional Venture Partners VII, L.P. originally reported a purchase of 150,000 shares of Common Stock when only 147,472 shares of Common Stock were actually purchased.
2. These shares were purchased from the underwriters as provided for in the Issuer's prospectus dated November 9, 2006.
3. The reported securities are owned directly by Institutional Venture Partners VII, L.P. and indirectly by Institutional Venture Management VII, L.P. as general partner of Institutional Venture Partners VII, L.P. Mr. Colella shares voting and investment control over all securities held by Institutional Venture Partners VII, L.P. and Institutional Venture Management VII, L.P. Mr. Colella and Institutional Venture Management VII, L.P. disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein.
/s/ Samuel D. Colella 11/15/2006
** 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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