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^*

HENNER DENNIS

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

111 HUNTINGTON AVE., 31ST FLOOR

(Street)

BOSTON

01299

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TERCICA INC [ TRCA ]

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)
03/22/2004

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	03/22/2004		P		670,000	A	$9	674,997	I	See Footnotes⁽¹⁾⁽⁵⁾
Common Stock	03/22/2004		C		3,187,498	A	$0.00	3,862,495	I	See Footnotes⁽²⁾⁽⁵⁾
Common Stock	03/22/2004		C		3,199,999	A	$0.00	7,062,494	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾

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 A Convertible Preferred Stock	$0.00⁽⁶⁾	03/22/2004		C			3,187,498	03/22/2004	03/22/2004	Common Stock	3,187,498	$0.00	0	I	See Footnote⁽²⁾
Series B Convertible Preferred Stock	$0.00⁽⁶⁾	03/22/2004		C			3,199,999	03/22/2004	03/22/2004	Common Stock	3,199,999	$0.00	0	I	See Footnote⁽³⁾

Explanation of Responses:

1. The shares were purchased as follows: 557,540 by MPM BioVentures III-QP, LP ("BVQP"), 37,487 by MPM BioVentures III, LP ("BVLP"), 16,844 by MPM BioVentures III Parallel Fund, LP ("BVPF"), 47,114 by MPM BioVentures GmbH & Co. Beteiligungs KG ("BVKG") and 11,015 by MPM Asset Management Investors 2002 BVIII, LLC ("BVAM").

2. The conversion of the Series A Convertible Preferred Stock was as follows: 2,652,475 by BVQP, 178,340 by BVLP, 80,133 by BVPF, 224,145 by BVKG and 52,405 by BVAM.

3. The conversion of the Series B Convertible Preferred Stock was as follows: 2,662,876 by BVQP, 179,040 by BVLP, 80,448 by BVPF, 225,024 by BVKG and 52,611 by BVAM.

4. The shares are held as follows: 5,877,051 by BVQP, 395,146 by BVLP, 177,550 by BVPF, 496,634 by BVKG and 116,113 by BVAM.

5. MPM BioVentures III GP, LP ("BVGP") and MPM BioVentures III LLC ("BVLLC") are the indirect and direct general partners of BVQP, BVLP, BVPF and BVKG. Luke Evnin ("LE"), Ansbert Gadicke ("AG"), Nicholas Galakatos ("NG"), Dennis Henner ("DH"), Nicholas Simon III ("NS"), Michael Steinmetz ("MS") and Kurt Wheeler ("KW") are the members of BVLLC. LE, AG, NG, DH, NS, MS and KW are members of BVAM. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

6. Each share of preferred stock is convertible into 1 share of Common Stock.

	/s/ Dennis Henner	03/23/2004
	** 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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