Edgar Filing: MAP Pharmaceuticals, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

PERSEUS BIOTECH FUND PARTNERS LLC

2. Issuer Name and Ticker or Trading Symbol
MAP Pharmaceuticals, Inc. [MAPP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

2099 PENNSYLVANIA AVE NW, SUITE 900

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2010

(Street)

WASHINGTON, DC 20006

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	03/04/2010		S		677	D	$ 14.15 ⁽¹⁾	2,851,657 ⁽²⁾	I ⁽²⁾ ⁽³⁾	See Footnotes ⁽²⁾ ⁽³⁾
Common Stock	03/04/2010		S		3,061	D	$ 14.15 ⁽¹⁾	2,851,657 ⁽²⁾	I ⁽²⁾ ⁽⁴⁾	See Footnotes ⁽²⁾ ⁽⁴⁾
Common Stock	03/05/2010		S		4,616	D	$ 13.95 ⁽⁵⁾	2,826,169 ⁽²⁾	I ⁽²⁾ ⁽⁶⁾	See Footnotes ⁽²⁾ ⁽⁶⁾
Common Stock	03/05/2010		S		20,872	D	$ 13.95 ⁽⁵⁾	2,826,169 ⁽²⁾	I ⁽²⁾ ⁽⁷⁾	See Footnotes ⁽²⁾ ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PERSEUS BIOTECH FUND PARTNERS LLC 2099 PENNSYLVANIA AVE NW SUITE 900 WASHINGTON, DC 20006		X

Signatures

/s/ Kenneth M. Socha (8)		03/08/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The price shown in Column 4 is a weighted average sale price. The price range for the sales is $14.00 to $14.23. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(2)	All of the securities reported herein are held for the account of Perseus-Soros BioPharmaceutical Fund, LP ("Perseus-Soros"), Perseus-Soros Partners, LLC ("Perseus-Soros Partners"), the general partner of Perseus-Soros, Perseus Biotech Fund Partners, LLC ("Perseus Biotech Fund Partners") and Biotech Management Partners, LLC ("Biotech Management Partners"). Perseus BioTech Fund Partners is a managing member of Perseus-Soros Partners and Biotech Management Partners.
(3)	Represents 677 shares of the Issuer's Common Stock sold by Perseus-Soros Partners. After the sale, Perseus-Soros Partners owned directly 4,616 shares of the Issuer's Common Stock.
(4)	Represents 3,061 shares of the Issuer's Common Stock sold by Biotech Management Partners. After the sale, Biotech Management Partners owned directly 20,872 shares of the Issuer's Common Stock.
(5)	The price shown in Column 4 is a weighted average sale price. The price range for the sales is $13.70 to $14.39. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(6)	Represents 4,616 shares of the Issuer's Common Stock sold by Perseus-Soros Partners. After the sale, Perseus-Soros Partners directly owns no shares of the Issuer's Common Stock.
(7)	Represents 20,872 shares of the Issuer's Common Stock sold by Biotech Management Partners. After the sale, Biotech Management Partners directly owns no shares of the Issuer's Common Stock.
Remarks: (8) Kenneth M. Socha is signing in his capacity as attorney-in-fact for Mr. Frank H. Pearl, the managing member of Perseuspur, the managing member of Perseus BioTech Fund Partners.

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