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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Aerogen, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

007779 10 1

(CUSIP Number)

12-31-2004

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        o Rule 13d-1 (b)

        o Rule 13d-1 (c)

        þ Rule 13d-1 (d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).

Page 1 of 15 Pages

 

             
13G
CUSIP No. 007779 10 1 Page 2 of 15 Pages
  1. Name of Reporting Person:
InterWest Partners VI, LP		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
82,104
6. Shared Voting Power:
0
7. Sole Dispositive Power:
82,104
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
82,104
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
1.7%
  12.Type of Reporting Person*:
PN

Page 2 of 15 pages

 

             
13G
CUSIP No. 007779 10 1 Page 3 of 15 Pages
  1. Name of Reporting Person:
InterWest Investors VI, LP		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
2,505
6. Shared Voting Power:
0
7. Sole Dispositive Power:
2,505
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,505
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
0.1%
  12.Type of Reporting Person*:
PN

Page 3 of 15 pages

 

             
13G
CUSIP No. 007779 10 1 Page 4 of 15 Pages
  1. Name of Reporting Person:
InterWest Management Partners VI, LLC (the general partner of InterWest Partners VI, LP and InterWest Investors VI, LP)		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
84,609
6. Shared Voting Power:
0
7. Sole Dispositive Power:
84,609
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
84,609
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
1.7%
  12.Type of Reporting Person*:
PN

Page 4 of 15 pages

 

             
13G
CUSIP No. 007779 10 1 Page 5 of 15 Pages
  1. Name of Reporting Person:
Harvey B. Cash (a Managing Director of InterWest Management Partners VI, LLC)		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
0
6. Shared Voting Power:
84,609
7. Sole Dispositive Power:
0
8.Shared Dispositive Power:
84,609
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
84,609
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
1.7%
  12.Type of Reporting Person*:
IN

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Harvey B. Cash that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

Page 5 of 15 pages

 

             
13G
CUSIP No. 007779 10 1 Page 6 of 15 Pages
  1. Name of Reporting Person:
Philip T. Gianos (a Managing Director of InterWest Management Partners VI, LLC)		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
0
6. Shared Voting Power:
84,609
7. Sole Dispositive Power:
0
8.Shared Dispositive Power:
84,609
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
84,609
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
1.7%
  12.Type of Reporting Person*:
IN

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Philip T. Gianos that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

Page 6 of 15 pages

 

             
13G
CUSIP No. 007779 10 1 Page 7 of 15 Pages
  1. Name of Reporting Person:
W. Scott Hedrick (a Managing Director of InterWest Management Partners VI, LLC)		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
0
6. Shared Voting Power:
84,609
7. Sole Dispositive Power:
0
8.Shared Dispositive Power:
84,609
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
84,609
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
1.7%
  12.Type of Reporting Person*:
IN

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by W. Scott Hedrick that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

Page 7 of 15 pages

 

             
13G
CUSIP No. 007779 10 1 Page 8 of 15 Pages
  1. Name of Reporting Person:
W. Stephen Holmes (a Managing Director of InterWest Management Partners VI, LLC)		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
0
6. Shared Voting Power:
84,609
7. Sole Dispositive Power:
0
8.Shared Dispositive Power:
84,609
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
84,609
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
1.7%
  12.Type of Reporting Person*:
IN

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by W. Stephen Holmes that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

Page 8 of 15 pages

 

             
13G
CUSIP No. 007779 10 1 Page 9 of 15 Pages
  1. Name of Reporting Person:
Gilbert H. Kliman (a Venture Member of InterWest Management Partners VI, LLC)		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
0
6. Shared Voting Power:
84,609
7. Sole Dispositive Power:
0
8.Shared Dispositive Power:
84,609
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
84,609
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
1.7%
  12.Type of Reporting Person*:
IN

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Gilbert H. Kliman that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

Page 9 of 15 pages

 

             
13G
CUSIP No. 007779 10 1 Page 10 of 15 Pages
  1. Name of Reporting Person:
Robert R. Momsen (a Managing Director of InterWest Management Partners VI, LLC)		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
0
6. Shared Voting Power:
84,609
7. Sole Dispositive Power:
0
8.Shared Dispositive Power:
84,609
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
84,609
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
1.7%
  12.Type of Reporting Person*:
IN

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Robert R. Momsen that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

Page 10 of 15 pages

 

             
13G
CUSIP No. 007779 10 1 Page 11 of 15 Pages
  1. Name of Reporting Person:
Arnold L. Oronsky (a Managing Director of InterWest Management Partners VI, LLC)		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
0
6. Shared Voting Power:
84,609
7. Sole Dispositive Power:
0
8.Shared Dispositive Power:
84,609
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
84,609
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
1.7%
  12.Type of Reporting Person*:
IN

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Arnold L Oronsky that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

Page 11 of 15 pages

 

Item 1.

     
(a)
  Name of Issuer: Aerogen, Inc. (“Issuer”)
   
(b)
  Address of Issuer’s Principal Executive Offices:
   
  2071 Stierlin Court, Suite 100
Mountain View, CA 94043

Item 2.

         
(a)
   Name of Person(s) Filing:
       
 
   InterWest Partners VI, LP (“IWP VI”)
 
   InterWest Investors VI, LP (“II VI”)
 
   InterWest Management Partners VI, LLC (“IMP VI”)
 
   Harvey B. Cash (“Cash”)
 
   Philip T. Gianos (“Gianos”)
 
   W. Scott Hedrick (“Hedrick”)
 
   W. Stephen Holmes (“Holmes”)
 
   Gilbert H. Kliman (“Kliman”)
 
   Robert R. Momsen (“Momsen”)
 
   Arnold L. Oronsky (“Oronsky”)
       
(b)
   Address of Principal Business Office or, if none, Residence:
       
 
   2710 Sand Hill Road
 
   Second Floor
 
   Menlo Park, CA 94025
       
(c)
   Citizenship/Place of Organization:
       
  IWP VI:   California
  II VI:   California
  IMP VI:   California
  Cash:   United States
  Gianos:   United States
  Hedrick:   United States
  Holmes:   United States
  Kliman:   United States
  Momsen:   United States
  Oronsky:   United States
       
(d)
   Title of Class of Securities: Common Stock
       
(e)
   CUSIP Number: 007779 10 1

Item 3. Not applicable.

Page 12 of 15 pages

 

Item 4. Ownership.

                                     
                                All  
                                Other  
        IWP VI     II VI     IMP VI     Individuals *  
(a)
   Beneficial Ownership     82,104       2,505       84,609       84,609  
(b)
   Percentage of Class     1.7 %     0.1 %     1.7 %     1.7 %
(c)
   Sole Voting Power     82,104       2,505       84,609       0  
 
   Shared Voting Power     0       0       0       84,609  
 
   Sole Dispositive Power     82,104       2,505       84,609       0  
 
   Shared Dispositive Power     0       0       0       84,609  

*Individuals included in this column are Cash, Gianos, Hedrick, Holmes, Momsen and Oronsky, all of whom are Managing Directors of IMP VI. Also included in this column is Kliman who is a Venture Member of IMP VI.

Item 5. Ownership of Five Percent or Less of a Class

This statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities.

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Under certain circumstances set forth in the limited liability operating agreement of IMP VI, the members of such limited liability company have the right to receive dividends from, or the proceeds from the sale of, the Common Stock of Issuer beneficially owned by such limited liability company.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group

No reporting person is a member of a group as defined in section 240.13d-1(b)(1)(iii)(H) of the Act.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification

Not applicable

EXHIBITS

A. Joint Filing Statement

Page 13 of 15 pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 8, 2005

                 
INTERWEST PARTNERS VI, LP
               
By:
   InterWest Management Partners VI, LLC   By:   /s/ Harvey B. Cash
               
          Name:   Harvey B. Cash
               
  By:   /s/ W. Stephen Holmes        
               
      Managing Director   By:   /s/ Philip T. Gianos
               
          Name:   Philip T. Gianos
               
INTERWEST INVESTORS VI, LP
          By:   /s/ W. Scott Hedrick
               
By:
   InterWest Management Partners VI, LLC   Name:   W. Scott Hedrick
               
  By:   /s/ W. Stephen Holmes   By:   /s/ W. Stephen Holmes
               
      Managing Director   Name:   W. Stephen Holmes
               
INTERWEST MANAGEMENT PARTNERS VI, LLC
   By:   /s/ Gilbert H. Kliman
               
          Name:   Gilbert H. Kliman
               
By:
   /s/ W. Stephen Holmes
         
  Managing Director   By:   /s/ Robert R. Momsen
               
          Name:   Robert R. Momsen
               
          By:   /s/ Arnold L. Oronsky
               
          Name:   Arnold L. Oronsky

Page 14 of 15 pages

 

EXHIBIT A

JOINT FILING STATEMENT

We, the undersigned, hereby express our agreement that the attached Schedule 13G is filed on behalf of each of us.

Date: February 8, 2005

                 
INTERWEST PARTNERS VI, LP
               
By:
   InterWest Management Partners VI, LLC   By:   /s/ Harvey B. Cash
               
          Name:   Harvey B. Cash
               
  By:   /s/ W. Stephen Holmes        
               
      Managing Director   By:   /s/ Philip T. Gianos
               
          Name:   Philip T. Gianos
               
INTERWEST INVESTORS VI, LP
          By:   /s/ W. Scott Hedrick
               
By:
   InterWest Management Partners VI, LLC   Name:   W. Scott Hedrick
               
  By:   /s/ W. Stephen Holmes   By:   /s/ W. Stephen Holmes
               
      Managing Director   Name:   W. Stephen Holmes
               
INTERWEST MANAGEMENT PARTNERS VI, LLC
   By:   /s/ Gilbert H. Kliman
               
          Name:   Gilbert H. Kliman
               
By:
   /s/ W. Stephen Holmes
         
  Managing Director   By:   /s/ Robert R. Momsen
               
          Name:   Robert R. Momsen
               
          By:   /s/ Arnold L. Oronsky
               
          Name:   Arnold L. Oronsky

Page 15 of 15 pages