FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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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1. Name and Address of Reporting Person * MPM ASSET MANAGEMENT II LLC 2. Issuer Name and Ticker or Trading Symbol VIACELL INC [VIAC] 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 STREET, 54TH FLOOR 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2006 (Street) BOSTON, MA 02116 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Stock 01/19/2006   X4 125,000 (1) A $ 5 5,053,489 I See Footnote (2) Common Stock 01/19/2006   F4 113,637 (3) D $ 5.5 4,939,852 I See Footnote (4) Common Stock     3         I See Footnote (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (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 at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrant (Right to Buy)

$ 5

01/19/2006

Â

X4

Â

125,000

01/26/2005

01/26/2006

Common Stock

125,000

$ 8 (6)

0

I

See Footnote (7)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MPM ASSET MANAGEMENT II LLC C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116	Â	  X	Â	Â
MPM ASSET MANAGEMENT II LP C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116	Â	  X	Â	Â
MPM BIOVENTURES II QP LP C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116	Â	  X	Â	Â
MPM BIOVENTURES II LP C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116	Â	  X	Â	Â
MPM BIOVENTURES II GMBH & CO PARALLEL BETEILIGUNGS KG C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116	Â	  X	Â	Â
MPM ASSET MANAGEMENT INVESTORS 2001 LLC C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116	Â	  X	Â	Â
STEINMETZ MICHAEL C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116	Â	  X	Â	Â

Signatures

Luke Evnin, manager of MPM Asset Management II LLC /s/ Luke Evnin		02/09/2007
**Signature of Reporting Person		Date
Luke Evnin, manager of MPM Asset Management II LLC, the general partner of MPM Asset Management II LP /s/ Luke Evnin		02/09/2007
**Signature of Reporting Person		Date
Luke Evnin, manager of MPM Asset Management II LLC, the general partner of MPM Management II LP, the general partner of MPM BioVentures II-QP, LP /s/ Luke Evnin		02/09/2007
**Signature of Reporting Person		Date
Luke Evnin, manager of MPM Asset Management II LLC, the general partner of MPM Asset Management II LP, the general partner of MPM BioVentures II, LP /s/ Luke Evnin		02/09/2007
**Signature of Reporting Person		Date
Luke Evnin, manager of MPM Asset Management II LLC, the general partner of MPM Asset Management II LP, the special limited partner of MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG /s/ Luke Evnin		02/09/2007
**Signature of Reporting Person		Date
Luke Evnin, manager of MPM Asset Management Investors 2001 LLC /s/ Luke Evnin		02/09/2007
**Signature of Reporting Person		Date
/s/ Michael Steinmetz		02/09/2007
**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)	The shares were exercised as follows: 111,167 by BB BioVentures, L.P. ("BB BioVentures"), 12,620 by MPM BioVentures Parallel Fund, L.P. ("MPM Parallel") and 1,213 by MPM Asset Management Investors 2000A LLC ("MPM Asset"). BB BioVentures is under common control with MPM Parallel and MPM Asset. BAB BioVentures L.P. ("BAB BV"), BAB BioVentures NV and MPM BioVentures I LLC ("BioVentures LLC") are the direct and indirect general partners of BB BioVentures. MPM BioVentures I L.P. ("BioVentures LP") and BioVentures LLC are the direct and indirect general partners of MPM Parallel. Luke Evnin , Ansbert Gadicke and Michael Steinmetz are the managers of BAB NV, MPM Asset and BioVentures LLC. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.
(2)	The shares held as follows: 4,680,002 by BB BioVentures, 347,101 by MPM Parallel and 26,386 by MPM Asset.
(3)	The shares were net exercised and disposed of as follows: 101,061 by BB BioVentures, 11,473 by MPM Parallel and 1,103 by MPM Asset.
(4)	The shares held as follows: 4,578,941 by BB BioVentures, 335,628 by MPM Parallel and 25,283 by MPM Asset.
(5)	The shares are held as follows: 130,880 by MPM BioVentures II-QP, L.P. ("BV II QP"), 14,444 by MPM BioVentures II, L.P. ("BV II"), 2,715 by MPM Asset Management Investors 2001 LLC ("AM 2001") and 46,089 by MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG ("BV KG"). MPM Asset Management II, L.P. ("AM II GP") and MPM Asset Management II LLC ("AM II LLC") are the direct and indirect general partners of BV II QP, BV II and BV KG. Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Michael Steinmetz and Kurt Wheeler are members of AM II LLC and AM 2001. Each of the group disclaims beneficial ownership of the securities except to the extent of their pecuniary interest therein.
(6)	On September 30, 2003, BB BioVentures, MPM Parallel and MPM Asset acquired, for a combined price of $1,000,000 and at $8 per unit, 125,000 shares of Series J Preferred Stock and a right, contingent upon closing of the IPO of the common stock at less than $9.70 per share, to 125,000 warrants to purchase common stock. Issuer's IPO of its common stock at a price of $7 per share occurred on January 26, 2005.
(7)	No shares owned.
  Remarks: See Form 5 filed for MPM BioVentures I LLC for additional members of the joint filing.

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