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^*

KAILIAN VAUGHN M

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PEPLIN INC [ PLIN ]

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)
01/21/2009

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)
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	01/21/2009		P		932⁽¹⁾⁽²⁾	A	$8	3,402,871	I	See Footnote⁽³⁾
Common Stock	01/22/2009		P		1,249⁽¹⁾⁽⁴⁾	A	$8.2	3,404,120	I	See Footnote⁽⁵⁾
Common Stock	01/22/2009		P		1,334⁽¹⁾⁽⁶⁾	A	$8	3,405,454	I	See Footnote⁽⁷⁾

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)

1. Name and Address of Reporting Person^*

KAILIAN VAUGHN M

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

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^*

GADICKE ANSBERT

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

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^*

EVNIN LUKE

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

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^*

St Peter Steven

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

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^*

Greene William

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

601 GATEWAY BLVD., SUITE 350

(Street)

SOUTH SAN FRANCISCO

94080

(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^*

DOMBKOWSKI ASHLEY L

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

601 GATEWAY BLVD., SUITE 350

(Street)

SOUTH SAN FRANCISCO

94080

(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^*

Vander Vort John

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

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^*

MPM BIOVENTURES III PARALLEL FUND, LP

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

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^*

MPM Asset Management Investors 2004 BVIII LLC

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

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^*

MPM BioVentures Strategic Fund LP

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

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. Represents shares of Common Stock underlingy CHESS Depository Interests ("CDIs") acquired by the reporting persons. CDIs are units of beneficial ownership in shares of Common Stock held by CHESS Depositary Nominees Pty Limited, a wholly-owned subsidiary of the Australian Stock Exchange. The CDIs are economically equivalent to shares of Common Stock of the Issuer on a 1-for-20 basis.

2. The Common Stock equivalent of CDIs were purchased as follows: 875 by MPM BioVentures IV-QP, L.P. ("BV IV QP"), 33 by MPM BioVentures IV GmbH & Co. Beteiligungs KG ("BV IV KG") and 24 by MPM Asset Management Investors BV4 LLC ("AM BV4"). Excludes fractional shares that result from the conversion of CDIs. MPM BioVentures IV GP LLC and MPM BioVentures IV LLC are the direct and indirect general partners of BV IV QP, BV IV KG and AM BV4. Vaughn M. Kailian, Ansbert Gadicke, Luke Evnin, Steven St. Peter, William Greene, James Paul Scopa, Ashley Dombkowski and John Vander Vort are the members of the general partner of BV IV QP, BV IV KG and members of AM BV4. 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 MPM BioVentures III, LP. ("BV III"), MPM BioVentures III-QP, LP ("BV III QP"), MPM BioVentures III Parallel Fund, LP ("BV III PF"), MPM BioVentures III GmbH & Co. Beteiligungs KG ("BV III KG") and MPM BioVentures Strategic Fund, LP ("BV SF"). Luke Evnin and Ansbert Gadicke are Series A members of BV III LLC and managers of AM BV III. Each member of the group disclaims beneficial ownership of the securities except to the extent of his, her or its respective pecuniary interest therein.

3. Shares of Common Stock, which include shares underlying CDIs are held as follows: 2,702,139 by BV IV QP, 104,098 by BV IV KG, 76,834 by AM BV4, 25,510 by BV III, 379,381 by BV III QP, 32,061 by BV III KG, 11,456 by BV III PF, 9,017 by AM BV III and 62,375 by BV SF. Each member of the group disclaims beneficial ownership of the securities except to the extent of his, her or its respective pecuniary interest therein.

4. The Common Stock equivalent of CDIs were purchased as follows: 1,171 by BV IV QP, 45 by BV IV KG and 33 by AM BV4. Excludes fractional shares that result from the conversion of CDIs. Each member of the group disclaims beneficial ownership of the securities except to the extent of his, her or its respective pecuniary interest therein.

5. Shares of Common Stock, which include shares underlying CDIs are held as follows: 2,703,310 by BV IV QP, 104,143 by BV IV KG, 76,867 by AM BV4, 25,510 by BV III, 379,381 by BV III QP, 32,061 by BV III KG, 11,456 by BV III PF, 9,017 by AM BV III and 62,375 by BV SF. Each member of the group disclaims beneficial ownership of the securities except to the extent of his, her or its respective pecuniary interest therein.

6. The Common Stock equivalent of CDIs were purchased as follows: 1,251 by BV IV QP, 48 by BV IV KG and 35 by AM BV4. Excludes fractional shares that result from the conversion of CDIs. Each member of the group disclaims beneficial ownership of the securities except to the extent of his, her or its respective pecuniary interest therein.

7. Shares of Common Stock, which include shares underlying CDIs are held as follows: 2,704,561 by BV IV QP, 104,191 by BV IV KG, 76,902 by AM BV4, 25,510 by BV III, 379,381 by BV III QP, 32,061 by BV III KG, 11,456 by BV III PF, 9,017 by AM BV III and 62,375 by BV SF. Each member of the group disclaims beneficial ownership of the securities except to the extent of his, her or its respective pecuniary interest therein.

Remarks:

See Form 4 for MPM BioVentures IV-QP, L.P. for additional members of this joint filing.

	/s/ Vaughn M. Kailian	01/23/2009
	/s/ Ansbert Gadicke	01/23/2009
	/s/ Luke Evnin	01/23/2009
	/s/ Steven St. Peter	01/23/2009
	/s/ William Greene	01/23/2009
	/s/ Ashley Dombkowski	01/23/2009
	/s/ John Vander Vort	01/23/2009
	By Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, LP, the general partner of MPM BioVentures III Parallel Fund, LP /s/ Luke Evnin	01/23/2009
	By Luke Evnin, manager of MPM Asset Management Investors 2004 BVIII LLC /s/ Luke Evnin	01/23/2009
	By Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, LP, the general partner of MPM BioVentures Strategic Fund, L.P. /s/ Luke Evnin	01/23/2009
	** 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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