Edgar Filing: Pharmasset Inc

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GADICKE ANSBERT

2. Issuer Name and Ticker or Trading Symbol
Pharmasset Inc [VRUS]

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

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

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT, 200 CLARENDON STREET, 54TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2007

(Street)

BOSTON, MA 02116

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/02/2007		X		254,906 ⁽⁵⁾	A	$ 0.15	2,858,150	I	See Footnote ⁽¹⁾
Common Stock	05/02/2007		F		4,245 ⁽²⁾	D	$ 9	2,853,905	I	See Footnote ⁽³⁾
Common Stock	05/02/2007		C		245,331 ⁽⁸⁾	A	⁽⁷⁾	3,099,236	I	See Footnote ⁽¹⁰⁾
Common Stock	05/02/2007		C		717,487 ⁽¹¹⁾	A	⁽⁷⁾	3,816,723	I	See Footnote ⁽¹²⁾
Common Stock	05/02/2007		P		277,777 ⁽¹³⁾	A	$ 9	4,094,500	I	See Footnote ⁽¹⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrant to purchase Series D-1 Preferred Stock

$ 0.1 ⁽⁶⁾

05/02/2007

382,365

⁽⁴⁾

Common Stock

254,906 ⁽⁵⁾

$ 0

See Footnote ⁽⁹⁾

Series B Preferred Stock

⁽⁶⁾

05/02/2007

367,999

⁽⁷⁾

Common Stock

245,331 ⁽⁸⁾

$ 0

See Footnote ⁽⁹⁾

Series D Preferred Stock

⁽⁶⁾

05/02/2007

1,076,231

⁽⁷⁾

Common Stock

717,487 ⁽¹¹⁾

$ 0

See Footnote ⁽⁹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GADICKE ANSBERT C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116	X	X

Signatures

/s/ Ansbert Gadicke		05/04/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	These shares are held as follows: 1,578,034 shares by BB BioVentures, L.P. ("BBBV"), 214,771 shares by MPM BioVentures Parallel Fund, L.P. ("BV PF"), 18,841 shares by MPM Asset Management Investors 1999 LLC ("AM 1999"), 58,362 shares by MPM BioVentures III, L.P., ("BV III"), 867,946 shares by MPM BioVentures III-QP, L.P. ("BV III QP"), 73,349 shares held by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BV KG"), 26,214 shares by MPM BioVentures III Parallel Fund, L.P. ("BV III PF") and 20,633 shares held by MPM Asset Management Investors 2004 BVIII LLC ("AM BV III"). 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. The Reporting Person is a manager of AM 1999 and BV I LLC. MPM BioVentures III GP, L.P. ("BV III GP") and MPM BioVentures III LLC ("BV III LLC") are the direct and indirect general partners of BV III, BV III QP, BV III PF and BV KG. The Reporting Person is a member of BV III LLC and AM BV III. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein.
(2)	The shares were net exercised and disposed of as follows: 580 by BBBV, 66 by BV PF, 7 by AM 1999, 199 by BV III, 2,981 by BV III QP, 252 by BV KG, 90 by BV III PF and 70 by AM BV III.
(3)	The shares are held as follows: 1,577,454 by BBBV, 214,705 by BV PF, 18,834 by AM 1999, 58,163 by BV III, 864,965 by BV III QP, 73,097 by BV KG, 26,124 by BV III PF and 20,563 by AM BV III. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein.
(4)	Immediately exercisable. These warrants shall expire upon the closing of the Issuer's initial public offering.
(5)	The warrants are held as follows: 34,858 by BBBV, 3,957 by BV PF, 408 by AM 1999, 12,028 by BV III, 178,884 by BV III QP, 15,117 by BV KG, 5,402 by BV III PF and 4,252 by AM BV III.
(6)	Each share of Preferred Stock automatically converted into shares of Common Stock on a .666667 for 1 basis immediately prior to the closing of the Issuer's initial public offering.
(7)	These securities are preferred stock of the Issuer and do not have an expiration date. These securities automatically converted into shares of common stock upon the closing of the Issuer's initial public offering.
(8)	The shares are held as follows: 213,758 by BBBV, 29,022 by BV PF, 2,551 by AM 1999.
(9)	No securities owned.
(10)	The shares are held as follows: 1,791,212 by BBBV, 243,727 by BV PF, 21,385 by AM 1999, 58,163 by BV III, 864,965 by BV III QP, 73,097 by BV KG, 26,124 by BV III PF and 20,563 by AM BV III. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein.
(11)	The shares are held as follows: 98,115 by BBBV, 11,139 by BV PF, 1,148 by AM 1999, 33,857 by BV III, 503,500 by BV III QP, 42,551 by BV KG, 15,207 by BV III PF and 11,970 by AM BV III.
(12)	The shares are held as follows: 1,889,327 by BBBV, 254,866 by BV PF, 22,533 by AM 1999, 92,020 by BV III, 1,368,465 by BV III QP, 115,648 by BV KG, 41,331 by BV III PF and 32,533 by AM BV III. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein.
(13)	The shares were purchased as follows: 15,492 by BV III, 230,381 by BV III QP, 19,469 by BV KG, 6,958 by BV III PF and 5,477 by AM BV III.
(14)	The shares are held as follows: 1,889,327 by BBBV, 254,866 by BV PF, 22,533 by AM 1999, 107,512 by BV III, 1,598,846 by BV III QP, 135,117 by BV KG, 48,289 by BV III PF and 38,010 by AM BV III. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein.

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