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 ^*

MPM BIOVENTURES III QP LP

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

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

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

(Last)

(First)

(Middle)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2008

(Street)

BOSTON, MA 02116

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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	02/04/2008		J⁽¹⁾		713,912 ⁽²⁾	D	$ 0	1,261,782 ⁽³⁾	I	See Footnote ⁽⁴⁾
Common Stock	02/04/2008		S		12,993 ⁽⁵⁾	D	$ 23.86	1,248,789	I	See Footnote ⁽⁶⁾
Common Stock	02/04/2008		J⁽¹⁾		10,936	A	$ 0	10,936	I	See Footnote ⁽⁷⁾
Common Stock	02/04/2008		J⁽¹⁾		5,390	A	$ 0	5,390	I	See Footnote ⁽⁸⁾
Common Stock	02/04/2008		J⁽¹⁾		5,117	A	$ 0	5,117	I	See Footnote ⁽⁹⁾
Common Stock	02/04/2008		J⁽¹⁾		10,935	A	$ 0	10,935	I	See Footnote ⁽¹⁰⁾
Common Stock	02/04/2008		J⁽¹⁾		68,295	A	$ 0	68,295	I	See Footnote ⁽¹¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MPM BIOVENTURES III QP LP C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON, MA 02116		X
MPM BIOVENTURES III PARALLEL FUND, LP C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON, MA 02116		X
MPM BIOVENTURES III GMBH & CO. Beteiligungs KG C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON, MA 02116		X
MPM BIOVENTURES III LP C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON, MA 02116		X
MPM BIOVENTURES III GP LP C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON, MA 02116		X
MPM Asset Management Investors 2004 BVIII LLC C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON, MA 02116		X
MPM BIOVENTURES III LLC C/O MPM ASSET MANAGEMENT 200 CLARENDON ST., 54TH FLOOR BOSTON, MA 02116		X

Signatures

/s/ Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, L.P., the general partner of MPM BioVentures III-QP, L.P.		02/06/2008
^**Signature of Reporting Person		Date
/s/ Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, L.P., the general partner of MPM BioVentures III Parallel Fund, L.P.		02/06/2008
^**Signature of Reporting Person		Date
/s/ Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, L.P., in its capacity as the Managing Limited Partner of MPM BioVentures III GmbH & Co. Beteiligungs KG		02/06/2008
^**Signature of Reporting Person		Date
/s/ Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, LP, the general partner of MPM BioVentures III, L.P.		02/06/2008
^**Signature of Reporting Person		Date
/s/ Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, L.P.		02/06/2008
^**Signature of Reporting Person		Date
/s/ Luke Evnin, manager of MPM Asset Management Investors 2004 BVIII LLC		02/06/2008
^**Signature of Reporting Person		Date
/s/ Luke Evnin, Series A Member of MPM BioVentures III LLC		02/06/2008
^**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)	Pro rata distribution of partnership interests.
(2)	These shares were distributed as follows: 39,814 shares by MPM BioVentures III, L.P., ("BV III"), 592,101 shares by MPM BioVentures III-QP, L.P. ("BV III QP"), 50,038 shares held by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BV KG"), 17,883 shares by MPM BioVentures III Parallel Fund, L.P. ("BV III PF") and 14,076 shares held by MPM Asset Management Investors 2004 BVIII LLC ("AM BV III"). 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. Nicholas Galakatos, Dennis Henner, Nicholas Simon, III and Kurt Wheeler are members of BV III LLC and AM BV III. Each Reporting Person disclaims beneficial ownership of all such shares except to the extent of their respective proportionate pecuniary interests therein.
(3)	On October 18, 2007, additional shares were received pursuant to a declaration of a stock dividend as follows: 2,672 by BV III, 39,748 by BV III QP, 3,359 by BV KG, 1,200 by BV III PF and 944 by AM BV III.
(4)	The shares are held as follows: 70,369 by BV III, 1,046,493 by BV III QP, 88,437 by BV KG, 31,606 by BV III PF and 24,877 by AM BV III. Each Reporting Person disclaims beneficial ownership of all such shares except to the extent of their respective proportionate pecuniary interests therein.
(5)	The shares were sold as follows: 725 by BV III, 10,776 by BV III QP, 911 by BV KG, 325 by BV III PF and 256 by AM BV III.
(6)	The shares are held as follows: 69,644 by BV III, 1,035,717 by BV III QP, 87,526 by BV KG, 31,281 by BV III PF and 24,621 by AM BV III. Each Reporting Person disclaims beneficial ownership of all such shares except to the extent of their respective proportionate pecuniary interests therein.
(7)	The shares are held as follows: 10,632 by Nicholas Galakatos and 304 by AAG Peakham LLC, of which Mr. Galakatos is a member. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
(8)	The shares are held as follows: 4,645 by Dennis Henner and 745 by Henner Revocable Trust, of which Mr. Henner is a trustee. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
(9)	The shares are held as follows: 5,074 by Nicholas Simon, III and 43 by Simon Family Ventures, L.P., of which Mr. Simon is a general partner. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
(10)	The shares are held by Kurt Wheeler.
(11)	The shares are held by BV III GP. Each Reporting Person disclaims beneficial ownership of all such shares except to the extent of their respective proportionate pecuniary interests therein.
Remarks: See Form 4 for Nicholas Simon, III for additional members of the joint filing.

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