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 ^*

DELPHI MANAGEMENT PARTNERS V LLC

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)

3000 SAND HILL ROAD, BUILDING 1, SUITE 135

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2006

(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 Stock	11/15/2006		C		681,498	A	⁽¹⁾	717,624	I ⁽²⁾	By Delphi Ventures V, L.P.
Common Stock	11/15/2006		C		7,391	A	⁽¹⁾	7,782	I ⁽³⁾	By Delphi BioInvestments V, L.P.

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

Series C Convertible Preferred Stock Warrant (right to buy)

$ 4.5

11/14/2006

21,984

⁽⁵⁾

03/12/2009

Common Stock

21,984

⁽¹⁾

0 ⁽⁶⁾

I ⁽²⁾

By Delphi Ventures V, L.P.

Series C Convertible Preferred Stock

⁽⁴⁾

11/14/2006

21,984

⁽⁵⁾

⁽¹⁾

Common Stock

21,984

⁽¹⁾

0 ⁽⁶⁾

I ⁽²⁾

By Delphi Ventures V, L.P.

Series C Convertible Preferred Stock Warrant (right to buy)

$ 4.5

11/14/2006

239

⁽⁵⁾

03/12/2009

Common Stock

239

⁽¹⁾

0 ⁽⁶⁾

I ⁽³⁾

By Delphi BioInvestments V, L.P.

Series C Convertible Preferred Stock

⁽⁴⁾

11/14/2006

239

⁽⁵⁾

⁽¹⁾

Common Stock

239

⁽¹⁾

0 ⁽⁶⁾

I ⁽³⁾

By Delphi BioInvestments V, L.P.

Series C Convertible Preferred Stock

⁽⁴⁾

11/15/2006

681,498

⁽⁵⁾

⁽¹⁾

Common Stock

681,498

⁽¹⁾

0 ⁽⁶⁾

I ⁽²⁾

By Delphi Ventures V, L.P.

Series C Convertible Preferred Stock

⁽⁴⁾

11/15/2006

7,391

⁽⁵⁾

⁽¹⁾

Common Stock

7,391

⁽¹⁾

0 ⁽⁶⁾

I ⁽³⁾

By Delphi BioInvestments V, L.P.

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DELPHI MANAGEMENT PARTNERS V LLC 3000 SAND HILL ROAD BUILDING 1, SUITE 135 MENLO PARK, CA 94025		X
DELPHI VENTURES V LP 3000 SAND HILL ROAD BUILDING 1, SUITE 135 MENLO PARK, CA 94025		X
DELPHI BIOINVESTMENTS V LP 3000 SAND HILL ROAD BUILDING 1, SUITE 135 MENLO PARK, CA 94025		X

Signatures

/s/ David L. Douglass, Managing Member		11/16/2006
^**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 Delphi Ventures V, L.P. and indirectly by Delphi Management Partners V, LLC, as general partner of Delphi Ventures V, L.P. Delphi Management Partners V, LLC disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein. Delphi BioInvestments V, L.P. disclaims beneficial ownership of these securities.
(3)	The reported securities are owned directly by Delphi BioInvestments V, L.P. and indirectly by Delphi Management Partners V, LLC, as general partner of Delphi BioInvestments V, L.P. Delphi Management Partners V, LLC disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein. Delphi Ventures V, L.P. disclaims beneficial ownership of these securities.
(4)	1-for-1.
(5)	Immediately.
(6)	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.
Remarks: The reporting entities ceased to be 10% owners as of November 15, 2006.

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