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Filing Details

Accession Number:: 0001181431-11-042503
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-07-26 20:54:55
Reporting Period:: 2011-07-26

Filing Date:: 2011-07-26
Accepted Time:: 2011-07-26 20:54:55
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	Insider Title	Director	Officer	Large Shareholder	Other
1219042	Robert Nelsen	8725 W. Higgins Road, Suite 290 Chicago IL 60631		Yes	No	Yes	No

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	Acquisiton	2011-07-26	1,744,186	$1.65	4,187,777	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrant	Acquisiton	2011-07-26	872,093	$0.14	872,093	$1.65

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
872,093		2016-07-26	No	4	P	Indirect

Footnotes

The securities sold in the private placement have not been registered under the Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements. NeurogesX has agreed to file a registration statement with the Commission covering the resale of the shares of common stock, including shares of common stock issuable upon exercise of the warrants, sold in the private placement.
The purchase price per unit of shares and warrants (with one unit being comprised of one share of common stock and a warrant to purchase 0.5 shares of common stock) is $1.72, and is based on the $1.65 per share consolidated closing bid price of NGSX common stock on the NASDAQ Global Market on July 21, 2011. $1.65 of the unit price is attributable to the share of common stock, and $0.07 is attributable to the warrant to purchase 0.5 shares of common stock. Thus, the price attributable to the warrant for each whole share underlying such warrant is $0.14.
ARCH Venture Fund V, L.P. ("ARCH V") is the record holder of 986,744 securities and warrants to acquire 986,744 shares of common stock. In addition to securities held of record by ARCH V, Healthcare Focus Fund, L.P. ("Healthcare") is the record holder of 458,903 securities and ARCH V Entrepreneurs Fund, L.P. ("Entrepreneurs") is the record holder of 11,004 securities. ARCH Venture Partners V, L.P. (the "GPLP"), as the sole general partner of ARCH V, may be deemed to beneficially own certain of the shares held of record by ARCH V. The GPLP disclaims beneficial ownership of all shares held of record by ARCH V in which the GPLP does not have an actual pecuniary interest. (Continue in footnote 4)
ARCH Venture Partners V, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by ARCH V. The GPLLC disclaims beneficial ownership of all shares held of record by ARCH V in which it does not have an actual pecuniary interest. Mr. Nelsen is one of the people who have investment control of ARCH V, Healthcare, and Entrepreneurs and serves on the Board of Directors of NeurogesX, Inc.
The Warrants are immediately exercisable.
The Expiration Date is five years from the close date.