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* PROSPECT VENTURE PARTNERS II LP (Last) (First) (Middle) 435 TASSO STREET SUITE 200 (Street) PALO ALTO CA 94301 (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) 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) 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	03/22/2004		P		547,222	A	$9	547,222	I	See footnote(1)
Common Stock	03/22/2004		P		8,333	A	$9	555,555	I	See footnote(2)
Common Stock	03/22/2004		C		2,031,562	A	$0(3)	2,587,117	I	See footnote(1)
Common Stock	03/22/2004		C		30,937	A	$0(3)	2,618,054	I	See footnote(2)
Common Stock	03/22/2004		C		1,182,000	A	$0(4)	3,800,054	I	See footnote(1)
Common Stock	03/22/2004		C		18,000	A	$0(4)	3,818,054	I	See footnote(2)

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
Series A Convertible Preferred Stock	$0(3)	03/22/2004		C			2,031,562	(3)	(3)	Common Stock	2,031,562	$0	0	I	See footnote(1)
Series A Convertible Preferred Stock	$0(3)	03/22/2004		C			30,937	(3)	(3)	Common Stock	30,937	$0	0	I	See footnote(2)
Series B Convertible Preferred Stock	$0(4)	03/22/2004		C			1,182,000	(4)	(4)	Common Stock	1,182,000	$0	0	I	See footnote(1)
Series B Convertible Preferred Stock	$0(4)	03/22/2004		C			18,000	(4)	(4)	Common Stock	18,000	$0	0	I	See footnote(2)

1. Name and Address of Reporting Person* PROSPECT VENTURE PARTNERS II LP (Last) (First) (Middle) 435 TASSO STREET SUITE 200 (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PROSPECT MANAGEMENT CO II LLC (Last) (First) (Middle) 435 TASSO STREET SUITE 200 (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SCHNELL DAVID (Last) (First) (Middle) 435 TASSO STREET SUITE 200 (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TANANBAUM JAMES B (Last) (First) (Middle) 435 TASSO STREET SUITE 200 (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HIRSCH RUSSELL C (Last) (First) (Middle) 435 TASSO STREET SUITE 200 (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PROSPECT ASSOCIATES II L P (Last) (First) (Middle) 435 TASSO STREET SUITE 200 (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Consists of shares held by Prospect Venture Partners II L.P. Alexander Barkas (who is a director of the Issuer and files separate Section 16(a) reports), Russell Hirsch, David Schnell and James Tananbaum are managing members of Prospect Management Co. II, LLC, the general partner of Prospect Venture Partners II L.P. Each of the Reporting Persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

2. Consists of shares held by Prospect Associates II L.P. Messrs. Barkas, Hirsch, Schnell and Tananbaum are managing members of Prospect Management Co. II, LLC, the general partner of Prospect Associates II L.P. Each of the Reporting Persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

3. Each share of Series A Convertible Preferred Stock was automatically converted into one share of common stock on the closing date of the Issuer's initial public offering (March 22, 2004).

4. Each share of Series B Convertible Preferred Stock was automatically converted into one share of common stock on the closing date of the Issuer's initial public offering (March 22, 2004).

Remarks:

	/s/ Chen Tang, Attorney-in-fact, Russell C. Hirsch, managing member of Prospect Management Co. II, LLC, general partner of Prospect Venture Partners II, L.P.	03/24/2004
	Chen Tang, Attorney-in-fact, Russell C. Hirsch, managing member of Prospect Management Co. II, LLC	03/24/2004
	Chen Tang, Attorney-in-fact, David Schnell	03/24/2004
	Chen Tang, Attorney-in-fact, James B Tananbaum	03/24/2004
	Chen Tang, Attorney-in-fact, Russell Hirsch	03/24/2004
	Chen Tang, Attorney-in-fact, Russell C. Hirsch, managing member of Prospect Management Co. II, LLC, general partner of Prospect Associates II, L.P.	03/24/2004
	** Signature of Reporting Person	Date
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