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*
BREEN DORON

(Last) (First) (Middle)
C/O SPHERA FUNDS MANAGEMENT LTD.,
PLATINUM HOUSE, 21 HA'ARBA'AH ST.

(Street)
TEL AVIV L3

(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)
Director 10% Owner
Officer (give title below) X Other (specify below)
member of 10% owner group
3. Date of Earliest Transaction (Month/Day/Year)
03/24/2011
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 03/24/2011 S 32,600 D $4.0678 642,046 I By Sphera Global Healthcare Master Fund(1)(2)(3)
Common Stock 03/24/2011 S 120,000 D $4.0245 522,046 I By Sphera Global Healthcare Master Fund(1)(2)(3)
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
1. Name and Address of Reporting Person*
BREEN DORON

(Last) (First) (Middle)
C/O SPHERA FUNDS MANAGEMENT LTD.,
PLATINUM HOUSE, 21 HA'ARBA'AH ST.

(Street)
TEL AVIV L3

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SPHERA FUNDS MANAGEMENT LTD.

(Last) (First) (Middle)
PLATINUM HOUSE, 21 HA'ARBA'AH ST.

(Street)
TEL AVIV L3

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MOR ISRAEL

(Last) (First) (Middle)
C/O SPHERA FUNDS MANAGEMENT LTD.,
PLATINUM HOUSE, 21 HA'ARBA'AH ST.

(Street)
TEL AVIV L3

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SENATOR RON

(Last) (First) (Middle)
C/O SPHERA FUNDS MANAGEMENT LTD.,
PLATINUM HOUSE, 21 HA'ARBA'AH ST.

(Street)
TEL AVIV L3 64739

(City) (State) (Zip)
Explanation of Responses:
1. These securities are beneficially owned by Sphera Global Healthcare Fund, which invests substantially all of its assets in Sphera Global Healthcare Master Fund. Sphera Global Healthcare Fund and Sphera Global Healthcare Master Fund have delegated all investment decision-making to Sphera Global Healthcare Management L.P. (the "Management Company"). The Management Company is managed, controlled, and operated by its general partner, Sphera Global Healthcare GP Ltd. (the "General Partner"), the shares of which are owned 50% by M. Arkin (1999) Ltd. (the "1999 Company") and 50% by Sphera Funds Management Ltd. ("SFML").
2. The 1999 Company, wholly-owned by Moshe Arkin, and SFML are each entitled to appoint two members to the board of directors of the General Partner (the "Board of Directors") and two members to the investment committee of the Management Company (the "Investment Committee"). No decision can be made by either the Board of Directors or the Investment Committee without the consent of both Mr. Arkin's designees and the designees of SFML (Sphera Global Healthcare Fund, Sphera Global Healthcare Master Fund, the Management Company, and the General Partner are referred to collectively in this Form 3 as "Healthcare Fund Entities"). In addition, 62.08% of the shares of SFML are owned by companies controlled or wholly-owned by the three founders of SFML, Israel Mor, Doron Breen, and Ron Senator, each of whom currently serves as a director of SFML.
3. The filing of this Form 4 shall not be construed as an admission that SFML, Mr. Breen, Mr. Mor, or Mr. Senator is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the shares of Common Stock of the Company owned by the Healthcare Fund Entities. Pursuant to Rule 16a-1, SFML, Mr. Breen, Mr. Mor, and Mr. Senator disclaims beneficial ownership of the shares of the Company reported herein that are beneficially owned by the Healthcare Fund Entities, except to the extent of their pecuniary interest therein.
Remarks:
Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, and each of SFML, Mr. Breen, Mr. Mor, and Mr. Senator disclaims the existence of any such group. Exhibit List: Exhibit 24.1 - Unanimous Written Resolution of the Directors of the Company, Sphera Funds Management Ltd. (incorporated herein by reference to Exhibit 24.1 to Form 3 filed by Sphera Funds Management Ltd., Doron Breen, Israel Mor, and Ron Senator on July 29, 2010). Exhibit 24.2 - Confirming Statement by Doron Breen (incorporated herein by reference to Exhibit 24.2 to Form 3 filed by Sphera Funds Management Ltd., Doron Breen, Israel Mor, and Ron Senator on July 29, 2010). Exhibit 24.3 - Confirming Statement by Israel Mor (incorporated herein by reference to Exhibit 24.3 to Form 3 filed by Sphera Funds Management Ltd., Doron Breen, Israel Mor, and Ron Senator on July 29, 2010). Exhibit 24.4 - Confirming Statement by Ron Senator (incorporated herein by reference to Exhibit 24.4 to Form 3 filed by Sphera Funds Management Ltd., Doron Breen, Israel Mor, and Ron Senator on July 29, 2010).
Sphera Funds Management Ltd., By: /s/ Doron Breen, Director 03/28/2011
By Doron Breen, By: /s/ Doron Breen 03/28/2011
By Israel Mor, By: /s/ Doron Breen, attorney-in-fact 03/28/2011
By Ron Senator, By: /s/ Doron Breen, attorney-in-fact 03/28/2011
** 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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