Edgar Filing: THERMAGE 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 ^*

ESSEX WOODLANDS HEALTH VENTURES FUND V LP

2. Issuer Name and Ticker or Trading Symbol
THERMAGE INC [THRM]

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)

21 WATERWAY AVENUE, SUITE 225

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2006

(Street)

THE WOODLANDS, TX 77380

4. If Amendment, Date 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

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/15/2006		C		1,604,996	A	⁽¹⁾	1,675,221	D ⁽²⁾

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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

Series C Convertible Preferred Stock Warrant (right to buy)

$ 4.5

11/15/2006

88,889

⁽³⁾

03/12/2009

Common Stock

88,889

⁽¹⁾

0 ⁽⁴⁾

D ⁽²⁾

Series C Convertible Preferred Stock

⁽⁵⁾ ⁽⁷⁾

11/15/2006

88,889

⁽³⁾

⁽¹⁾

Common Stock

88,889

⁽¹⁾

0 ⁽⁴⁾

D ⁽²⁾

Series C Convertible Preferred Stock

⁽⁵⁾ ⁽⁷⁾

11/15/2006

60,637

⁽³⁾

⁽¹⁾

Common Stock

60,637

⁽¹⁾

0 ⁽⁴⁾

D ⁽²⁾

Series C Convertible Preferred Stock Warrant (right to buy)

$ 4.5

11/15/2006

66,667

⁽³⁾

05/29/2009

Common Stock

66,667

⁽¹⁾

0 ⁽⁴⁾

D ⁽²⁾

Series C Convertible Preferred Stock

⁽⁶⁾ ⁽⁷⁾

11/15/2006

66,667

⁽³⁾

⁽¹⁾

Common Stock

66,667

⁽¹⁾

0 ⁽⁴⁾

D ⁽²⁾

Series C Convertible Preferred Stock

⁽⁶⁾ ⁽⁷⁾

11/15/2006

45,478

⁽³⁾

⁽¹⁾

Common Stock

45,478

⁽¹⁾

0 ⁽⁴⁾

D ⁽²⁾

Series C Convertible Preferred Stock

⁽⁸⁾

11/15/2006

1,604,996

⁽³⁾

⁽¹⁾

Common Stock

1,604,996

⁽¹⁾

0 ⁽⁴⁾

D ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ESSEX WOODLANDS HEALTH VENTURES FUND V LP 21 WATERWAY AVENUE SUITE 225 THE WOODLANDS, TX 77380		X
ESSEX WOODLANDS HEALTH VENTURES FUND V LLC 21 WATERWAY AVENUE SUITE 225 THE WOODLANDS, TX 77380		X

Signatures

/s/ Martin P. Sutter, Managing Director		11/17/2006
^**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)	Not applicable.
(2)	The reported securities are owned directly by Essex Woodlands Health Ventures Fund V, L.P. and indirectly by Essex Woodlands Health Ventures V, L.L.C., as general partner of Essex Woodlands Health Ventures Fund V, L.P. Essex Woodlands Health Ventures V, L.L.C. disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein.
(3)	Immediately.
(4)	Following all transactions reported hereunder, the reporting entities do not own any Warrants to purchase shares of Series C Convertible Preferred Stock and do not own any shares of Series C Convertible Preferred Stock.
(5)	Pursuant to the terms of the Warrant, upon surrender of the Warrant to purchase 88,889 shares of Series C Convertible Preferred Stock, the Issuer delivered to Essex Woodlands Health Ventures Fund V, L.P. ("Essex") (without payment by Essex of any exercise price or any cash or other consideration) 28,252 shares of Series C Convertible Preferred Stock, which number of shares is equal to the quotient obtained by dividing (X) the value of the warrant on November 14, 2006 (the "Exercise Date"), which per share value was determined by subtracting (A) the aggregate exercise price of the warrant shares immediately prior to the exercise of the warrant using an exercise price of $4.50 per share from (B) the aggregate fair market value of the warrant shares issuable upon exercise of the warrant on the Exercise Date using a fair market value price of $6.5967 per share, by (Y) $6.5967, the fair market value of one share of the Issuer's Series C Convertible Preferred Stock on the Exercise Date.
(6)	Pursuant to the terms of the Warrant, upon surrender of the Warrant to purchase 66,667 shares of Series C Convertible Preferred Stock, the Issuer delivered to Essex Woodlands Health Ventures Fund V, L.P. ("Essex") (without payment by Essex of any exercise price or any cash or other consideration) 21,189 shares of Series C Convertible Preferred Stock, which number of shares is equal to the quotient obtained by dividing (X) the value of the warrant on November 14, 2006 (the "Exercise Date"), which per share value was determined by subtracting (A) the aggregate exercise price of the warrant shares immediately prior to the exercise of the warrant using an exercise price of $4.50 per share from (B) the aggregate fair market value of the warrant shares issuable upon exercise of the warrant on the Exercise Date using a fair market value price of $6.5967 per share, by (Y) $6.5967, the fair market value of one share of the Issuer's Series C Convertible Preferred Stock on the Exercise Date.
(7)	Per the terms of the Warrants, the fair market value price of $6.5967 as used in the net exercise calculations reported on this Form 4, was calculated by averaging the closing prices of the common stock of the Issuer as reported on the Nasdaq stock exchange for the trading dates November 10, 2006 through and including November 14, 2006.
(8)	1-for-1.
Remarks: The reporting entities ceased to be 10% owners on November 15, 2006.

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