Edgar Filing: METABASIS THERAPEUTICS 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 ^*

INTERWEST PARTNERS VII L P

2. Issuer Name and Ticker or Trading Symbol
METABASIS THERAPEUTICS INC [MBRX]

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)

2710 SAND HILL ROAD, SECOND FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
04/16/2008

(Street)

MENLO PARK, CA 94025

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)
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	04/16/2008		P		945,577	A	$ 2.34	3,456,030	D ⁽¹⁾
Common	04/16/2008		P		45,239	A	$ 2.34	165,459	I ⁽²⁾	By InterWest Investors VII, L.P.
Common	04/16/2008		X		118,759	A	$ 2.34	3,574,789	D ⁽¹⁾
Common	04/16/2008		X		142,493	A	$ 2.34	3,717,282	D ⁽¹⁾
Common	04/16/2008		X		5,687	A	$ 2.34	171,146	I ⁽²⁾	By InterWest Investors VII, L.P.
Common	04/16/2008		X		6,824	A	$ 2.34	177,970	I ⁽²⁾	By InterWest Investors VII, L.P.
Common								50,000	I	See Footnote 3 ⁽³⁾

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

Common Stock Warrant (Right to Buy)

$ 8.694

04/16/2008

H⁽⁴⁾

118,759

06/16/2004

04/16/2008

Common Stock

118,759

$ 0 ⁽⁴⁾

D ⁽¹⁾

Common Stock Warrant (Right to Buy)

$ 6.74

04/16/2008

H⁽⁴⁾

142,493

03/29/2006

04/16/2008

Common Stock

142,493

$ 0 ⁽⁴⁾

D ⁽¹⁾

Common Stock Warrant (Right to Buy)

$ 8.694

04/16/2008

H⁽⁴⁾

5,687

06/16/2004

04/16/2008

Common Stock

5,687

$ 0 ⁽⁴⁾

I ⁽²⁾

By InterWest Investors VII, L.P.

Common Stock Warrant (Right to Buy)

$ 6.74

04/16/2008

H⁽⁴⁾

6,824

03/29/2006

04/16/2008

Common Stock

6,824

$ 0 ⁽⁴⁾

I ⁽²⁾

By InterWest Investors VII, L.P.

Common Stock Warrant (Right to Buy)

$ 2.34

04/16/2008

P⁽⁴⁾

118,759

04/16/2008

Common Stock

118,759

$ 0 ⁽⁴⁾

118,759

D ⁽¹⁾

Common Stock Warrant (Right to Buy)

$ 2.34

04/16/2008

P⁽⁴⁾

142,493

04/16/2008

Common Stock

142,493

$ 0 ⁽⁴⁾

142,493

D ⁽¹⁾

Common Stock Warrant (Right to Buy)

$ 2.34

04/16/2008

P⁽⁴⁾

5,687

04/16/2008

Common Stock

5,687

$ 0 ⁽⁴⁾

5,687

I ⁽²⁾

By InterWest Investors VII, L.P.

Common Stock Warrant (Right to Buy)

$ 2.34

04/16/2008

P⁽⁴⁾

6,824

04/16/2008

Common Stock

6,824

$ 0 ⁽⁴⁾

6,824

I ⁽²⁾

By InterWest Investors VII, L.P.

Common Stock Warrant (Right to Buy)

$ 2.34

04/16/2008

X⁽⁴⁾

118,759

04/16/2008

Common Stock

118,759

$ 0 ⁽⁴⁾

D ⁽¹⁾

Common Stock Warrant (Right to Buy)

$ 2.34

04/16/2008

X⁽⁴⁾

142,493

04/16/2008

Common Stock

142,493

$ 0 ⁽⁴⁾

D ⁽¹⁾

Common Stock Warrant (Right to Buy)

$ 2.34

04/16/2008

X⁽⁴⁾

5,687

04/16/2008

Common Stock

5,687

$ 0 ⁽⁴⁾

I ⁽²⁾

By InterWest Investors VII, L.P.

Common Stock Warrant (Right to Buy)

$ 2.34

04/16/2008

X⁽⁴⁾

6,824

04/16/2008

Common Stock

6,824

$ 0 ⁽⁴⁾

I ⁽²⁾

By InterWest Investors VII, L.P.

Common Stock Warrant (Right to Buy)

$ 2.69

04/16/2008

312,173

10/16/2008

04/16/2013

Common Stock

312,173

$ 0.125

312,173

D ⁽¹⁾

Common Stock Warrant (Right to Buy)

$ 2.69

04/16/2008

14,937

10/16/2008

04/16/2013

Common Stock

14,937

$ 0.125

14,937

I ⁽²⁾

By InterWest Investors VII, L.P.

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
INTERWEST PARTNERS VII L P 2710 SAND HILL ROAD SECOND FLOOR MENLO PARK, CA 94025		X
InterWest Investors VII, LP 2710 SAND HILL ROAD SECOND FLOOR MENLO PARK, CA 94025		X
INTERWEST MANAGEMENT PARTNERS VII LLC 2710 SAND HILL ROAD SECOND FLOOR MENLO PARK, CA 94025		X
CASH HARVEY B 2710 SAND HILL ROAD SECOND FLOOR MENLO PARK, CA 94025		X
GIANOS PHILIP T 2710 SAND HILL ROAD SECOND FLOOR MENLO PARK, CA 94025		X
HEDRICK W SCOTT 2710 SAND HILL ROAD SECOND FLOOR MENLO PARK, CA 94025		X
Holmes W Stephen 2710 SAND HILL ROAD SECOND FLOOR MENLO PARK, CA 94025		X
Kliman Gilbert H 2710 SAND HILL ROAD SECOND FLOOR MENLO PARK, CA 94025		X
Rosch Thomas L 2710 SAND HILL ROAD SECOND FLOOR MENLO PARK, CA 94025		X

Signatures

/s/ W. Stephen Holmes, Managing Director		04/18/2008
^**Signature of Reporting Person		Date
/s/ W. Stephen Holmes, Managing Director		04/18/2008
^**Signature of Reporting Person		Date
/s/ W. Stephen Holmes, Managing Director		04/18/2008
^**Signature of Reporting Person		Date
/s/ Harvey B. Cash by Karen A. Wilson Power of Attorney		04/18/2008
^**Signature of Reporting Person		Date
/s/ Philip T. Gianos		04/18/2008
^**Signature of Reporting Person		Date
/s/ W. Scott Hedrick by Karen A. Wilson Power of Attorney		04/18/2008
^**Signature of Reporting Person		Date
/s/ W. Stephen Holmes		04/18/2008
^**Signature of Reporting Person		Date
/s/ W. Gilbert H. Kliman		04/18/2008
^**Signature of Reporting Person		Date
/s/ Thomas L. Rosch		04/18/2008
^**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 shares are owned by InterWest Partners VII, L.P. ("IW7"). InterWest Management Partners VII, LLC ("IMP7") is the general partner of IW7. Harvey B. Cash, Philip T. Gianos, W. Scott Hedrick, W. Stephen Holmes, Gilbert H. Kliman, Arnold L. Oronsky, and Thomas L. Rosch are Managing Directors of IMP7. Each of the reporting persons disclaims ownership of the shares reported, except to the extent of their pecuniary interest therein.
(2)	The shares are owned by InterWest Investors VII, L.P. ("II7"). InterWest Management Partners VII, LLC ("IMP7") is the general partner of II7. Harvey B. Cash, Philip T. Gianos, W. Scott Hedrick, W. Stephen Holmes, Gilbert H. Kliman, Arnold L. Oronsky, and Thomas L. Rosch are Managing Directors of IMP7. Each of the reporting persons disclaims ownership of the shares reported, except to the extent of their pecuniary interest therein.
(3)	The shares are owned by InterWest Venture Management Co PSRP fbo Harvey B. Cash.
(4)	In connection with a private placement of shares of the Company's common stock, the Company agreed to lower the exercise price of certain outstanding warrants in exchange for the immediate exercise of those warrants.

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