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

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1. Name and Address of Reporting Person^*

Costantino John R

(Last)

(First)

(Middle)

5870 PACIFIC CENTER BOULEVARD

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/19/2006

3. Issuer Name and Ticker or Trading Symbol
ARTES MEDICAL INC [ ARTE ]

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 of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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 Convertible Preferred Stock	^{( 1 )}	^{( 1 )}	Common Stock	197,458 ^{( 2 )}	^{( 1 )}	I	By NGN Biomed Opportunity I GmbH & Co. Beteiligungs KG ^{( 3 )}
Warrant (Right to Purchase Series E Preferred Stock)	02/14/2006	02/14/2011	Common Stock ^{( 4 )}	59,237 ^{( 2 )}	10.63	I	By NGN Biomed Opportunity I GmbH & Co. Beteiligungs KG ^{( 3 )}
Series E Convertible Preferred Stock	^{( 1 )}	^{( 1 )}	Common Stock	273,129 ^{( 2 )}	^{( 1 )}	I	By NGN Biomed Opportunity I, L.P. ^{( 3 )}
Warrant (Right to Purchase Series E Preferred Stock)	02/14/2006	02/14/2011	Common Stock ^{( 4 )}	81,938 ^{( 2 )}	10.63	I	By NGN Biomed Opportunity I, L.P. ^{( 3 )}
Stock Option (Right to Buy)	^{( 5 )}	11/22/2016	Common Stock	31,796	10.63	I	By NGN Capital LLC ^{( 3 )}

Explanation of Responses:

1. Immediately following the closing of the initial public offering of the Issuer?s Common Stock all outstanding shares of Preferred Stock will be automatically converted, for no additional consideration, into shares of the Issuer's Common Stock.

2. Reflects a 1 for 4.25 reverse stock split, effected prior to the effectiveness of the registration statement filed in connection with the Issuer?s initial public offering, pursuant to which each share of Series E Convertible Preferred Stock will become convertible into approximately 0.235 of a share of common stock.

3. Mr. Costantino is the Managing General Partner of NGN Capital LLC. NGN Capital LLC is the managing limited partner of NGN BioMed Opportunity I, GmbH & Co. Beteiligungs KG and the sole general partner of NGN BioMed I, GP, L.P, the sole general partner of NGN BioMed Opportunity I, L.P. Mr. Costantino disclaims beneficial ownership of the securities held directly by NGN BioMed Opportunity I, GmbH & Co. Beteiligungs KG, NGN BioMed Opportunity I, L.P. and NGN Capital LLC except to the extent of any indirect pecuniary interest in his distributive share therein.

4. This Warrant was originally exercisable for shares of the Issuer's Series E Convertible Preferred Stock. In connection with the closing of the initial public offering of the Issuer?s Common Stock all shares of Series E Convertible Preferred Stock underlying this Warrant will be automatically converted, for no additional consideration, into shares of the Issuer's Common Stock.

5. This option vests and becomes exercisable in 48 equal installments on each monthly anniversary of June 9, 2006.

Remarks:

	/s/ John R. Costantino	12/19/2006
	** 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).
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