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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* NELSEN ROBERT (Last) (First) (Middle) 8725 W. HIGGINS ROAD, SUITE 290 (Street) CHICAGO IL 60631 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NeurogesX Inc [ NGSX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/26/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year) 07/26/2011	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/26/2011(1)		P		1,744,186(2)	A	$1.65	4,187,777	I	See Footnotes(3)(4)

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

Explanation of Responses:

1. This amendment is hereby filed to correct the signature of the reporting person. There was no power of attorney in effect to grant Stephen Ghiglieri rights to sign on behalf of the reporting person, Robert Nelsen, at the time of the original filing on July 26, 2011. The line items in Table I are duplicated from the July 26, 2011 filing and for information only; they are not intended to be re-filed.

2. The securities sold in the private placement have not been registered under the Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements. NeurogesX has agreed to file a registration statement with the Commission covering the resale of the shares of common stock, including shares of common stock issuable upon exercise of the warrants, sold in the private placement.

3. ARCH Venture Fund V, L.P. ("ARCH V") is the record holder of 986,744 securities and warrants to acquire 986,744 shares of common stock. In addition to securities held of record by ARCH V, Healthcare Focus Fund, L.P. ("Healthcare") is the record holder of 458,903 securities and ARCH V Entrepreneurs Fund, L.P. ("Entrepreneurs") is the record holder of 11,004 securities. ARCH Venture Partners V, L.P. (the "GPLP"), as the sole general partner of ARCH V, may be deemed to beneficially own certain of the shares held of record by ARCH V. The GPLP disclaims beneficial ownership of all shares held of record by ARCH V in which the GPLP does not have an actual pecuniary interest. (Continue in footnote 4)

4. ARCH Venture Partners V, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by ARCH V. The GPLLC disclaims beneficial ownership of all shares held of record by ARCH V in which it does not have an actual pecuniary interest. Mr. Nelsen is one of the people who have investment control of ARCH V, Healthcare, and Entrepreneurs and serves on the Board of Directors of NeurogesX, Inc.

Remarks:

Exhibit 99.1 Power of Attorney

	/s/ Robert Nelsen	08/31/2011
	** 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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