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*
SIMON NICHOLAS J III

(Last) (First) (Middle)
C/O MPM ASSET MANAGEMENT
200 CLARENDON ST., 54TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Pharmasset Inc [ VRUS ]
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)
05/02/2007
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 05/02/2007 X 215,683(5) A $0.15 1,046,504 I See Footnote(1)
Common Stock 05/02/2007 F 3,592(2) D $9 1,042,912 I See Footnote(3)
Common Stock 05/02/2007 C 607,085(8) A (7) 1,649,997 I See Footnote(10)
Common Stock 05/02/2007 P 277,777(11) A $9 1,927,774 I See Footnote(12)
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
Warrant to purchase Series D-1 Preferred Stock $0.1(6) 05/02/2007 X 323,529 (4) (4) Common Stock 215,683(5) $0 0 I See Footnote(9)
Series D Preferred Stock (6) 05/02/2007 C 910,628 (7) (7) Common Stock 607,085(8) $0 0 I See Footnote(9)
1. Name and Address of Reporting Person*
SIMON NICHOLAS J III

(Last) (First) (Middle)
C/O MPM ASSET MANAGEMENT
200 CLARENDON ST., 54TH FLOOR

(Street)
BOSTON MA 02116

(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*
GALAKATOS NICHOLAS

(Last) (First) (Middle)
C/O MPM ASSET MANAGEMENT
200 CLARENDON ST., 54TH FLOOR

(Street)
BOSTON MA 02116

(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*
HENNER DENNIS

(Last) (First) (Middle)
C/O MPM ASSET MANAGEMENT
200 CLARENDON ST., 54TH FLOOR

(Street)
BOSTON MA 02116

(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*
WHEELER KURT

(Last) (First) (Middle)
C/O MPM ASSET MANAGEMENT
200 CLARENDON ST., 54TH FLOOR

(Street)
BOSTON MA 02116

(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. These shares are held as follows: 58,362 shares by MPM BioVentures III, L.P., ("BV III"), 867,946 shares by MPM BioVentures III-QP, L.P. ("BV III QP"), 73,349 shares held by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BV KG"), 26,214 shares by MPM BioVentures III Parallel Fund, L.P. ("BV III PF") and 20,633 shares held by MPM Asset Management Investors 2004 BVIII LLC ("AM BV III"). MPM BioVentures III GP, L.P. ("BV III GP") and MPM BioVentures III LLC ("BV III LLC") are the direct and indirect general partners of BV III, BV III QP, BV III PF and BV KG. Nicholas Galakatos, Dennis Henner, Nicholas Simon, III and Kurt Wheeler are members of BV III LLC and AM BV III. Each member of the group disclaims beneficial ownership of all such shares except to the extent of their respective proportionate pecuniary interests therein.
2. The shares were net exercised and disposed of as follows: 199 by BV III, 2,981 by BV III QP, 252 by BV KG, 90 by BV III PF and 70 by AM BV III.
3. The shares are held as follows: 58,163 by BV III, 864,965 by BV III QP, 73,097 by BV KG, 26,124 by BV III PF and 20,563 by AM BV III. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.
4. Immediately exercisable. These warrants shall expire upon the closing of the Issuer's initial public offering.
5. The warrants shares are held as follows: 12,028 by BV III, 178,884 by BV III QP, 15,117 by BV KG, 5,402 by BV III PF and 4,252 by AM BV III.
6. Each share of Preferred Stock automatically converted into shares of Common Stock on a .666667 for 1 basis immediately prior to the closing of the Issuer's initial public offering.
7. These securities are preferred stock of the Issuer and do not have an expiration date. These securities automatically converted into shares of common stock upon the closing of the Issuer's initial public offering.
8. The shares are held as follows: 33,857 by BV III, 503,500 by BV III QP, 42,551 by BV KG, 15,207 by BV III PF and 11,970 by AM BV III.
9. No securities owned
10. The shares are held as follows: 92,020 by BV III, 1,368,465 by BV III QP, 115,648 by BV KG, 41,331 by BV III PF and 32,533 by AM BV III. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.
11. The shares were purchased as follows: 15,492 by BV III, 230,381 by BV III QP, 19,469 by BV KG, 6,958 by BV III PF and 5,477 by AM BV III.
12. The shares are held as follows: 107,512 by BV III, 1,598,846 by BV III QP, 135,117 by BV KG, 48,289 by BV III PF and 38,010 by AM BV III. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.
Remarks:
See Form 4 for MPM BioVentures III-QP, L.P. for additional members of this joint filing.
/s/ Nicholas J. Simon, III 05/04/2007
/s/ Nicholas Galakatos 05/04/2007
/s/ Dennis Henner 05/04/2007
/s/ Kurt Wheeler 05/04/2007
** 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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