Edgar Filing: MAP Pharmaceuticals, Inc.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â GOLDFISCHER CARL

2. Date of Event Requiring Statement (Month/Day/Year)
10/04/2007

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

(Last)

(First)

(Middle)

C/O BAY CITY CAPITAL,Â 750 BATTERY STREET, SUITE 400

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

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

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

(Street)

SAN FRANCISCO,Â CAÂ 94111

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 Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock ⁽¹⁾	10/10/2007⁽²⁾	10/10/2007⁽³⁾	Common Stock	1,091,815 ⁽⁴⁾	$ 0 ⁽⁵⁾	I	See footnote ⁽⁶⁾
Series C Preferred Stock ⁽¹⁾	10/10/2007⁽²⁾	10/10/2007⁽³⁾	Common Stock	448,963 ⁽⁴⁾	$ 0 ⁽⁵⁾	I	See footnote ⁽⁷⁾
Series D Preferred Stock ⁽¹⁾	10/10/2007⁽²⁾	10/10/2007⁽³⁾	Common Stock	629,829 ⁽⁴⁾	$ 0 ⁽⁵⁾	I	See footnote ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GOLDFISCHER CARL C/O BAY CITY CAPITAL 750 BATTERY STREET, SUITE 400 SAN FRANCISCO,Â CAÂ 94111	Â X	Â	Â	Â

Signatures

/s/ Carl Goldfischer, M.D.		10/04/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Automatically Convertible into shares of Common Stock upon the closing of the MAP Pharmaceuticals, Inc. Initial Public Offering.
(2)	Immediately Convertible.
(3)	Not Applicable.
(4)	Reflects 1-for-1 conversion into shares of Common Stock.
(5)	1-for-1
(6)	Represents 1,068,779 shares held by Bay City Capital Fund IV, L.P. and 23,036 shares held by Bay City Capital Fund IV Co-Investment Fund, L.P. Dr. Goldfischer is a Managing Director of Bay City Capital, an affiliate of Bay City Capital Fund IV, L.P. and Bay City Capital Fund IV Co-Investment Fund, L.P. and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
(7)	Represents 439,490 shares held by Bay City Capital Fund IV, L.P. and 9,473 shares held by Bay City Capital Fund IV Co-Investment Fund, L.P. Dr. Goldfischer is a Managing Director of Bay City Capital, an affiliate of Bay City Capital Fund IV, L.P. and Bay City Capital Fund IV Co-Investment Fund, L.P. and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
(8)	Represents 616,540 shares held by Bay City Capital Fund IV, L.P. and 13,289 shares held by Bay City Capital Fund IV Co-Investment Fund, L.P. Dr. Goldfischer is a Managing Director of Bay City Capital, an affiliate of Bay City Capital Fund IV, L.P. and Bay City Capital Fund IV Co-Investment Fund, L.P. and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

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