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)
06/01/2011
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 06/01/2011 S 2,090 D $2.4567 55,524 I By Puma Sphera Master Fund(1)(3)
Common Stock 06/01/2011 S 8,910 D $2.4567 227,354 I By Sphera Master Fund L.P.(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. Sphera Funds Management Ltd. ("SFML"), together with Israel Mor, Doron Breen, and Ron Senator (the three founders of SFML, each of whom currently serves as a director of SFML, and who collectively own 62.08% of the shares of SFML through controlled or wholly-owned companies), may be considered the beneficial owners of shares held by Puma Sphera, which invests substantially all of its assets in Puma Sphera Master Fund, which in turn has appointed Puma Sphera Management (Cayman) Limited to provide investment management services to Puma Sphera and Puma Sphera Master Fund. Pursuant to an agreement, SFML provides Puma Sphera Management (Cayman) Limited with certain investment services, including the power to make investment decisions guided by a trading strategy adopted by Puma Sphera Management (Cayman) Limited (Puma Sphera, Puma Sphera Master Fund, and Puma Sphera Management (Cayman) Limited are referred to collectively in this Form 4 as "Puma Fund Entities").
2. SFML, Mr. Mor, Mr. Breen, and Mr. Senator may also be considered the beneficial owners of shares held by Sphera Fund L.P., Sphera Fund (NIS) L.P., and Sphera Fund - Global L.P., each of which invest substantially all of its assets in Sphera Master Fund L.P. ("Sphera Master"). SFML owns 100% of Sphera Fund G.P. Ltd., which acts as the general partner of Sphera GP L.P., which in turn serves as the general partner of Sphera Master, Sphera Fund L.P., Sphera Fund (NIS) L.P., and Sphera Fund - Global L.P. Sphera GP L.P. has delegated its investment management authority with respect to Sphera Master, Sphera Fund L.P., Sphera Fund (NIS) L.P., and Sphera Fund - Global L.P. to SFML (Sphera Master Fund L.P., Sphera Fund L.P., Sphera Fund (NIS) L.P., Sphera Fund - Global L.P., Sphera GP L.P., and Sphera Fund G.P. Ltd. are referred to collectively in this Form 4 as "Sphera Fund Entities").
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 Sphera Fund Entities or by the Puma 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 Sphera Fund Entities or by the Puma 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 06/02/2011
By Doron Breen, By: /s/ Doron Breen 06/02/2011
By Israel Mor, By: /s/ Doron Breen, attorney-in-fact 06/02/2011
By Ron Senator, By: /s/ Doron Breen, attorney-in-fact 06/02/2011
** 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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