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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response 0.5
X	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* FLEMING JONATHAN (Last) (First) (Middle) 222 BERKELEY STREET (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MEMORY PHARMACEUTICALS CORP [ MEMY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/01/2009
	4. 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 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	01/01/2009		U		3,595,503	D	$0.61	0	I	By Oxford Bioscience Partners IV L.P. ( 1 )
Common Stock	01/01/2009		U		36,076	D	$0.61	0	I	By mRNA Fund II L.P. ( 2 )
Common Stock	01/01/2009		U		357,715	D	$0.61	0	I	By Oxford Bioscience Partners II L.P. ( 3 )
Common Stock	01/01/2009		U		100,306	D	$0.61	0	I	By Oxford Bioscience Partners (Adjunct) II L.P. ( 4 )
Common Stock	01/01/2009		U		352,679	D	$0.61	0	I	By Oxford Bioscience Partners (GS-Adjunct) II L.P. ( 5 )
Common Stock	01/01/2009		U		1,283,317	D	$0.61	0	I	By Oxford Bioscience Partners II (Annex) L.P. ( 6 )
Common Stock	01/01/2009		U		267,844	D	$0.61	0	I	By Oxford Bioscience Partners (Bermuda) II Limited Partnership ( 7 )

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
Stock Option (Right to Buy)	$0.41	01/05/2009		D			10,000	( 8 )	06/12/2018	Common Stock	10,000	$0	0	D

Explanation of Responses:

1. Securities held of record by Oxford Bioscience Partners IV L.P. ("Oxford"). Jonathan Fleming ("Fleming") is a general partner of the sole general partner of Oxford. Fleming expressly disclaims beneficial ownership of all shares held of record by Oxford, except to the extent of his actual pecuniary interest therein.

2. Securities held of record by mRNA Fund II L.P. ("mRNA II"). Fleming is a general partner of the sole general partner of mRNA II. Fleming expressly disclaims beneficial ownership of all shares held of record by mRNA II, except to the extent of his actual pecuniary interest therein.

3. Securities held of record by Oxford Bioscience Partners II L.P. ("Oxford II"). Fleming is a general partner of the sole general partner of Oxford II. Fleming expressly disclaims beneficial ownership of all shares held of record by Oxford II, except to the extent of his actual pecuniary interest therein.

4. Securities held of record by Oxford Bioscience Partners (Adjunct) II L.P. ("Oxford Adjunct II"). Fleming is a general partner of the sole general partner of Oxford Adjunct II. Fleming expressly disclaims beneficial ownership of all shares held of record by Oxford Adjunct II, except to the extent of his actual pecuniary interest therein.

5. Securities held of record by Oxford Bioscience Partners (GS-Adjunct) II L.P. ("Oxford GS-Adjunct II"). Fleming is a general partner of the sole general partner of Oxford GS-Adjunct II. Fleming expressly disclaims beneficial ownership of all shares held of record by Oxford GS-Adjunct II, except to the extent of his actual pecuniary interest therein.

6. Securities held of record by Oxford Bioscience Partners II (Annex) L.P. ("Oxford II Annex"). Fleming is a general partner of the sole general partner of Oxford II Annex. Fleming expressly disclaims beneficial ownership of all shares held of record by Oxford II Annex, except to the extent of his actual pecuniary interest therein.

7. Securities held of record by Oxford Bioscience Partners (Bermuda) II Limited Partnership ("Oxford Bermuda II"). Fleming is a general partner of the sole general partner of Oxford Bermuda II. Fleming expressly disclaims beneficial ownership of all shares held of record by Oxford Bermuda II, except to the extent of his actual pecuniary interest therein.

8. This option, which provided for vesting in full on the first anniversary of the grant date, was canceled in connection with the Issuer's merger with 900 North Point Acquisition Corporation on January 5, 2009. In exchange, Fleming received a cash payment of $2,000, which represents the difference between the exercise price of the option and the offer price of $0.61 per share multiplied by the number of shares underlying the option.

Remarks:

	/s/ Raymond Charest, as attorney-in-fact for Jonathan J. Fleming	01/05/2009
	** Signature of Reporting Person	Date
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