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Filing Details

Accession Number:: 0001178913-11-001791
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2011-06-23 13:07:37
Reporting Period:: 2011-06-16

Filing Date:: 2011-06-23
Accepted Time:: 2011-06-23 13:07:37
Original Submission Date:: 2011-06-19
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1385830	Neurogesx Inc	NGSX	Pharmaceutical Preparations (2834)	943307935

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1496201	Ltd. Management Funds Sphera	Platinum House, 21 Ha'Arba'Ah St. Tel Aviv L3	No	No	No	Yes
1496202	Ron Senator	C/O Sphera Funds Management Ltd. Platinum House, 21 Ha'Arba'Ah St. Tel Aviv L3	No	No	No	Yes
1496203	Doron Breen	C/O Sphera Funds Management Ltd. Platinum House, 21 Ha'Arba'Ah St. Tel Aviv L3	No	No	No	Yes
1496204	Israel Mor	C/O Sphera Funds Management Ltd. Platinum House, 21 Ha'Arba'Ah St. Tel Aviv L3	No	No	No	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2011-06-16	18,810	$2.95	33,332	No	4	S	Indirect	By Puma Sphera Master Fund
Common Stock	Disposition	2011-06-16	80,192	$2.95	129,437	No	4	S	Indirect	By Sphera Master Fund L.P.
Common Stock	Disposition	2011-06-16	300,000	$3.20	222,046	No	4	S	Indirect	By Sphera Global Healthcare Master Fund

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By Puma Sphera Master Fund
No	4	S	Indirect	By Sphera Master Fund L.P.
No	4	S	Indirect	By Sphera Global Healthcare Master Fund

Footnotes

These securities are beneficially owned by Sphera Global Healthcare Fund, which invests substantially all of its assets in Sphera Global Healthcare Master Fund. Sphera Global Healthcare Fund and Sphera Global Healthcare Master Fund have delegated all investment decision-making to Sphera Global Healthcare Management L.P. (the "Management Company"). The Management Company is managed, controlled, and operated by its general partner, Sphera Global Healthcare GP Ltd. (the "General Partner"), the shares of which are owned 50% by M. Arkin (1999) Ltd. (the "1999 Company") and 50% by Sphera Funds Management Ltd. ("SFML").
The 1999 Company, wholly-owned by Moshe Arkin, and SFML are each entitled to appoint two members to the board of directors of the General Partner (the "Board of Directors") and two members to the investment committee of the Management Company (the "Investment Committee"). No decision can be made by either the Board of Directors or the Investment Committee without the consent of both Mr. Arkin's designees and the designees of SFML (Sphera Global Healthcare Fund, Sphera Global Healthcare Master Fund, the Management Company, and the General Partner are referred to collectively in this Form 4 as "Healthcare Fund Entities"). In addition, 62.08% of the shares of SFML are owned by companies controlled or wholly-owned by the three founders of SFML, Israel Mor, Doron Breen, and Ron Senator, each of whom currently serves as a director of SFML.
SFML, Mr. Mor, Mr. Breen, and Mr. Senator may also be considered the beneficial owners of shares held by Puma Sphera, which invests substantially all of its assets in Puma Sphera Master Fund, which in turn has appointed Puma Sphera Management (Cayman) Limited to provide investment management services to Puma Sphera and Puma Sphera Master Fund. Pursuant to an agreement, SFML provides Puma Sphera Management (Cayman) Limited with certain investment services, including the power to make investment decisions guided by a trading strategy adopted by Puma Sphera Management (Cayman) Limited (Puma Sphera, Puma Sphera Master Fund, and Puma Sphera Management (Cayman) Limited are referred to collectively in this Form 4 as "Puma Fund Entities").
SFML, Mr. Mor, Mr. Breen, and Mr. Senator may also be considered the beneficial owners of shares held by Sphera Fund L.P., Sphera Fund (NIS) L.P., and Sphera Fund - Global L.P., each of which invest substantially all of its assets in Sphera Master Fund L.P. ("Sphera Master"). SFML owns 100% of Sphera Fund G.P. Ltd., which acts as the general partner of Sphera GP L.P., which in turn serves as the general partner of Sphera Master, Sphera Fund L.P., Sphera Fund (NIS) L.P., and Sphera Fund - Global L.P. Sphera GP L.P. has delegated its investment management authority with respect to Sphera Master, Sphera Fund L.P., Sphera Fund (NIS) L.P., and Sphera Fund - Global L.P. to SFML (Sphera Master Fund L.P., Sphera Fund L.P., Sphera Fund (NIS) L.P., Sphera Fund - Global L.P., Sphera GP L.P., and Sphera Fund G.P. Ltd. are referred to collectively in this Form 4 as "Sphera Fund Entities").
The filing of this Form 4 shall not be construed as an admission that SFML, Mr. Breen, Mr. Mor, or Mr. Senator is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the shares of Common Stock of the Company owned by the Healthcare Fund Entities, the Sphera Fund Entities, or the Puma Fund Entities. Pursuant to Rule 16a-1, SFML, Mr. Breen, Mr. Mor, and Mr. Senator disclaims beneficial ownership of the shares of the Company reported herein that are beneficially owned by the Healthcare Fund Entities, the Sphera Fund Entities, or the Puma Fund Entities, except to the extent of their pecuniary interest therein.