X0202 3 2004-10-15 0 0001138812 COTHERIX INC CTRX 0001276361 ALTA PARTNERS II INC ONE EMBARCADERO CENTER, SUITE 4050 SAN FRANCISCO CA 94111 0 0 1 0 0001106287 GRUENER GARRETT ONE EMBARCADERO CENTER, SUITE 4050 SAN FRANCISCO CA 94111 0 0 1 0 0001198321 CHAMPSI FARAH ONE EMBARCADERO CENTER, SUITE 4050 SAN FRANCISCO CA 94111 0 0 1 0 0001198323 DELEAGE JEAN ONE EMBARCADERO CENTER, SUITE 4050 SAN FRANCISCO CA 94111 0 0 1 0 0001198330 NOHRA GUY P ONE EMBARCADERO CENTER, SUITE 4050 SAN FRANCISCO CA 94111 0 0 1 0 0001198328 MARDUEL ALIX ONE EMBARCADERO CENTER, SUITE 4050 SAN FRANCISCO CA 94111 0 0 1 0 Common Stock 142291 I See footnotes Director Stock Option 0.5446 2014-01-05 Common Stock 24240 I See footnote Director Stock Option 2.1782 2014-02-11 Common Stock 15150 I See footnote Series B Preferred Stock Common Stock 715481 I See footnote Series C Preferred Stock Common Stock 1147065 I See footnote Series C Preferred Stock Common Stock 1363200 I See footnote Common Stock: Alta California Partners III, L.P. ("ACPIII") beneficially owns 137,643 shares and Alta Embarcadero Partners III, LLC ("AEPIII") beneficially owns 4,648 shares. Daniel Janney, Director, is a managing director of Alta California Management Partners III, LLC ("ACMPIII") (which is the general partner ("gp") of Alta California Partners III, L.P. ("ACPIII"), & a manager of Alta Embarcadero Partners III, LLC ("AEPIII"). As a managing director & manager of such funds, he may be deemed to share voting & investment powers over the shares held by ACPIII and AEPIII. He is a member of Alta BioPharma Management III, LLC ("ABMPIII") (which is the gp of Alta BioPharma Parnters III, L.P. ("ABPIII"). He disclaims beneficial ownership of all such shares held by the foregoing funds except to the extent of his proportionate pecuniary interest therein. Alta Partners II, Inc. ("APII") provides investment advisory services to several funds incl. ACPIII, AEPIII, ABPIII, ABPIIIKG & AEBPIII. The respective managing directors ("md") of ABMPIII (the gp of ABPIII and ABPIIIKG) & managers of AEPIII exercise sole voting & investment power with respect to the shares owned by such funds. Garrett Gruener, Guy Nohra & Daniel Janney (collectively the "principals") are md of ACMPIII & managers of AEPIII thus they may be deemed to share voting & investment powers over the shares held by the funds. Jean Deleage, Alix Marduel, Farah Champsi, Edward Hurwitz & Edward Penhoet (collectively the "principals") are directors of ABPMPIII (the gp of ABPIII and ABPIIIKG) & managers of AEBPIII thus they may be deemed to share voting & investment powers over the shares held by the funds. The principals of APII disclaim beneficial ownership of all such shares held by the foregoing funds except to the extent of their proportionate pecuniary interests therein. Daniel Janney holds Stock Options to purchase 24,240 shares of Common Stock: options granted on 1/6/04 for 18,180 shares which will vest at 1/12th of the option sh upon the optionee's completion of each of the next consecutive 3-month periods of continuous service starting 1/6/04, and the 2nd set of options for 6,060 shares granted on 1/6/04 will vest at 1/4th of the option sh upon the optionee's completion of each of the next consecutive 3-month periods of continuous service starting 1/6/04. Immediately. Daniel Janney holds Stock Options to purchase 15,150 sh Common Stock granted on 2/12/04 that will vest at 1/12th of the option share upon the optionee's completion of each of the next consecutive 3-month periods of continuous service starting 2/12/04. Not Applicable Series B Preferred Stock: ACPIII beneficially owns 695,371 shares and AEPIII beneficially owns 20,110 shares. Reflects 1:0.606 reverse stock split Reflects the conversion adjustment of 1.0626 for Series B Preferred Stock, and the conversion adjustment of 1.0686 for the Series C Preferred Stock. Series C Preferred Stock: ACPIII beneficially owns 1,109,597 shares and AEPIII beneficially owns 37,468 shares. Series C Preferred Stock: Alta BioPharma Partners III, L.P. ("ABPIII") beneficially owns 1,248,583 shares, Alta BioPharma Partners III GmbH & Co. Beteiligungs KG ("ABPIIIKG") beneficially owns 83,851shares and Alta Embarcadero BioPharma Partners III, LLC ("AEBPIII") beneficially owns 30,766 shares. Please cross-reference this Form 3 with the Form 4 filed on October 15, 2004 for Daniel Janney. Jean Deleage, President APII 2004-10-15 Garrett Gruener 2004-10-15 Farah Champsi 2004-10-15 Jean Deleage 2004-10-15 Guy Nohra 2004-10-15 Alix Marduel 2004-10-15