SEC FORM 3

SEC Form 3

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

OMB APPROVAL

OMB Number:		3235-0104
Expires:	February 28, 2011
Estimated average burden
hours per response		0.5

1. Name and Address of Reporting Person^*

BB BIOVENTURES L P

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/09/2006

3. Issuer Name and Ticker or Trading Symbol
ACORDA THERAPEUTICS INC [ ACOR ]

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

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

5. 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 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)

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series E-1 Convertible Preferred Stock	^{( 1 )}	^{( 1 )}	Common Stock	125,161 ^{( 2 )}	13.806 ^{( 2 )}	I	See Footnote ^{( 3 )}
Series E-2 Convertible Preferred Stock	^{( 1 )}	^{( 1 )}	Common Stock	381,965 ^{( 2 )}	13.806 ^{( 2 )}	I	See Footnote ^{( 4 )}
Series H Convertible Preferred Stock	^{( 1 )}	^{( 1 )}	Common Stock	6,518 ^{( 2 )}	15.3348 ^{( 2 )}	I	See Footnote ^{( 5 )}
Series I Convertible Preferred Stock	^{( 1 )}	^{( 1 )}	Common Stock	145,330 ^{( 2 )}	17.1132 ^{( 2 )}	I	See Footnote ^{( 6 )}
Series J Convertible Preferred Stock	^{( 1 )}	^{( 1 )}	Common Stock	981,159 ^{( 2 )}	7.644 ^{( 2 )}	I	See Footnote ^{( 7 )}

1. Name and Address of Reporting Person^*

BB BIOVENTURES L P

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BAB BIO VENTURES LLP

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BAB BIO VENTURES NV

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MPM ASSET MANAGEMENT INVESTORS 1998 LLC

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MPM BIOVENTURES PARALLEL FUND L P

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MPM BIOVENTURES I LP

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MPM BIO VENTURES I LLC

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GADICKE ANSBERT

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

EVNIN LUKE

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Explanation of Responses:

1. The convertible preferred stock is convertible at any time, at the holder's discretion, and has no expiration date.

2. The number of shares underlying convertible preferred stock in column 3 of Table II represents the number of shares of Common Stock of the Issuer that the convertible preferred stock will automatically convert into upon the closing of the Issuer's initial public offering.

3. These shares are held as follows: 114,686 shares by BB BioVentures, L.P. ("BBBV"), 1,439 shares by MPM Asset Management Investors 1998 LLC ("AM 1998") and 9,036 shares by MPM BioVentures Parallel Fund, L.P. ("BV PF"). MPM BioVentures I, L.P. ("BV I") and MPM BioVentures I LLC ("BV I LLC") are the direct and indirect general partners of BV PF. BAB BioVentures L.P. ("BAB BV"), BAB BioVentures, N.V. ("BAB NV") and BV I LLC are the direct and indirect general partners of BB BV. Luke Evnin, Ansbert Gadicke and Michael Steinmetz are the managers of AM 1998 and BV I LLC. Each member of the group disclaims beneficial ownership of all such shares except to the extent of their respective proportionate pecuniary interests therein.

4. These shares are held as follows: 349,996 shares by BBBV, 4,392 shares by AM 1998 and 27,577 shares by BV PF. BV I and BV I LLC are the direct and indirect general partners of BV PF. BAB BV, BAB NV and BV I LLC are the direct and indirect general partners of BB BV. Luke Evnin, Ansbert Gadicke and Michael Steinmetz are the managers of AM 1998 and BV I LLC. Each member of the group disclaims beneficial ownership of all such shares except to the extent of their respective proportionate pecuniary interests therein.

5. These shares are held as follows: 5,674 shares by BBBV, 74 shares by AM 1998 and 770 shares by BV PF. BV I and BV I LLC are the direct and indirect general partners of BV PF. BAB BV, BAB NV and BV I LLC are the direct and indirect general partners of BB BV. Luke Evnin, Ansbert Gadicke and Michael Steinmetz are the managers of AM 1998 and BV I LLC. Each member of the group disclaims beneficial ownership of all such shares except to the extent of their respective proportionate pecuniary interests therein.

6. These shares are held as follows: 124,840 shares by BBBV, 1,670 shares by AM 1998 and 18,820 shares by BV PF. BV I and BV I LLC are the direct and indirect general partners of BV PF. BAB BV, BAB NV and BV I LLC are the direct and indirect general partners of BB BV. Luke Evnin, Ansbert Gadicke and Michael Steinmetz are the managers of AM 1998 and BV I LLC. Each member of the group disclaims beneficial ownership of all such shares except to the extent of their respective proportionate pecuniary interests therein.

7. These shares are held as follows: 870,999 shares by BBBV, 11,283 shares by AM 1998 and 98,877 shares by BV PF. BV I and BV I LLC are the direct and indirect general partners of BV PF. BAB BV, BAB NV and BV I LLC are the direct and indirect general partners of BB BV. Luke Evnin, Ansbert Gadicke and Michael Steinmetz are the managers of AM 1998 and BV I LLC. Each member of the group disclaims beneficial ownership of all such shares except to the extent of their respective proportionate pecuniary interests therein.

	By Ansbert Gadicke, manager director of BAB BioVentures NV, the general partner of BAB BioVentures L.P., the general partner of BB BioVentures L.P. /s/ Ansbert Gadicke	02/09/2006
	By Ansbert Gadicke, manager director of BAB BioVentures NV, the general partner of BAB BioVentures L.P. /s/ Ansbert Gadicke	02/09/2006
	By Ansbert Gadicke, manager director of BAB BioVentures NV /s/ Ansbert Gadicke	02/09/2006
	By Michael Steinmetz, manager of MPM Asset Management Investors 1998 LLC /s/ Michael Steinmetz	02/09/2006
	By Michael Steinmetz, manager of MPM BioVentures I LLC, the general partner of MPM BioVentures I L.P., the general partner of MPM BioVentures Parallel Fund, L.P. /s/ Michael Steinmetz	02/09/2006
	By Michael Steinmetz, manager of MPM BioVentures I LLC, the general partner of MPM BioVentures I L.P. /s/ Michael Steinmetz	02/09/2006
	By Michael Steinmetz, manager of MPM BioVentures I LLC /s/ Michael Steinmetz	02/09/2006
	/s/ Luke Evnin	02/09/2006
	/s/ Ansbert Gadicke	02/09/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.