SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
JANNEY DANIEL

(Last) (First) (Middle)
ONE EMBARCADERO CENTER
SUITE 4050

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COTHERIX INC [ CTRX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/12/2005
4. If Amendment, Date of 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
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 10/12/2005 ( 1 ) S 226,519 ( 2 ) D $13 ( 2 ) 1,022,064 I See footnotes ( 2 ) ( 3 ) ( 4 )
Common Stock 10/12/2005 ( 1 ) S 15,213 ( 5 ) D $13 ( 5 ) 68,638 I See footnotes ( 3 ) ( 4 ) ( 5 )
Common Stock 10/12/2005 ( 1 ) S 5,582 ( 6 ) D $13 ( 6 ) 25,184 I See footnotes ( 3 ) ( 4 ) ( 6 )
Common Stock 2,301,037 ( 7 ) I See footnote ( 3 ) ( 4 ) ( 7 )
Common Stock 62,226 ( 8 ) I See footnote ( 3 ) ( 4 ) ( 8 )
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
JANNEY DANIEL

(Last) (First) (Middle)
ONE EMBARCADERO CENTER
SUITE 4050

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ALTA CALIFORNIA PARTNERS III LP

(Last) (First) (Middle)
ONE EMBARCADERO CENTER
SUITE 4050

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ALTA CALIFORNIA MANAGEMENT PARTNERS III LLC

(Last) (First) (Middle)
ONE EMBARCADERO CENTER
SUITE 4050

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ALTA EMBARCADERO PARTNERS III LLC

(Last) (First) (Middle)
ONE EMBARCADERO CENTER
SUITE 4050

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ALTA BIOPHARMA MANAGEMENT III LLC

(Last) (First) (Middle)
ONE EMBARCADERO CENTER
SUITE 4050

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ALTA BIOPHARMA PARTNERS III GMBH & CO BETEILIGUNGS KG

(Last) (First) (Middle)
ONE EMBARCADERO CENTER
SUITE 4050

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ALTA EMBARCADERO BIOPHARMA PARTNERS III LLC

(Last) (First) (Middle)
ONE EMBARCADERO CENTER
SUITE 4050

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
Explanation of Responses:
1. Not applicable
2. Alta BioPharma Partners III, L.P. sold 226,519 shares of Common Stock at the Issuer's Follow-on Public Offering at $13.00/sh for a total of $2,944,747.00
3. Daniel Janney, Director, is a managing director of Alta California Managment Partners III, LLC ("ACMPIII") (which is the general partner ("gp") of Alta California Partners III, L.P. ("ACPIII")) & a manager of Alta Embarcadero Partners III, LLC ("AEPIII"). As a managing director & manager of such funds, he may be deemed to share voting & investment powers over the shares held by ACPIII & AEPIII. He is a member of Alta BioPharma Management III, LLC ("ABPMIII") with no voting or investment powers over the shares held by Alta BioPharma Partners III, L.P. ("ABPIII"). He disclaims ownership of all such shares held by all the foregoing funds except to the extent of their proportionate pecuniary interests therein.
4. Alta Partners II, Inc. & Alta Partners III, Inc. provide investment advisory services to several funds including ACPIII, AEPIII, ABPIII, Alta BioPharma Partners III GmbH & Co. Beteilgungs KG ("ABPIIIKG")& Alta Embarcadero BioPharma Partners III, LLC ("AEBPIII"). The managing directors ("md") of ABMPIII (which is the gp of ABPIII & ABPIIIKG)& managers of AEBPIII, exercise sole voting & investment powers with respect to the shares ("sh")owned by such funds. G Gruener, G Nohra & D Janney (collectively known as the "principals") are md of ACMPIII & managers of AEPIII. J. Deleage,F.Champsi,A. Marduel,E. Hurwitz & E. Penhoet (collectively known as the "principals") are directors of ABMPIII (which is the gp of ABPIII & ABPIIIKG)& managers of AEBPIII. The principals may be deemed to share voting & investment powers over the sh held by the funds. The principals disclaim beneficial ownership of all such sh held by the funds, except to the extent of their porportionate pecuniary interest therein.
5. Alta BioPharma Partners III GmbH & Co. Beteiligungs KG sold 15,213 shares of Common Stock at the Issuer's Follow-on Public Offering at $13.00/sh for $197,769.00.
6. Alta Embarcadero BioPharma Partners III, LLC sold 5,582 shares of Common Stock at the Issuer's Follow-on Public Offering for $13.00/sh for a total of $72,566.00.
7. Alta California Partners III, L.P. holds 2,301,037 shares of Common Stock.
8. Alta Embarcadero Partners III, LLC holds 62,226 shares of Common Stock.
Remarks:
Cross-Reference to Form 4 for Alta BioPharma Partners III, L.P. filed on 10/14/2005
Daniel Janney 10/14/2005
Guy Nohra, Managing Director 10/14/2005
Guy Nohra, Member 10/14/2005
Guy Nohra, Member 10/14/2005
Farah Champsi, Director 10/14/2005
Farah Champsi, Director 10/14/2005
Farah Champsi, Manager 10/14/2005
** Signature of Reporting Person Date
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