Edgar Filing: METABASIS THERAPEUTICS INC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

METABASIS THERAPEUTICS, INC

(Name of Issuer)

Common Stock

(Title of Class of Securities)

59101M 10 5

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		59101M 10 5		Page		2		of		16	Pages


1	NAME OF REPORTING PERSONS InterWest Partners VII, LP I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	California

		5	SOLE VOTING POWER

NUMBER OF			2,771,705

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

REPORTING		7	SOLE DISPOSITIVE POWER
PERSON
WITH			2,771,705

		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,771,705

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.0%

12	TYPE OF REPORTING PERSON

	PN


CUSIP No.		59101M 10 5		Page		3		of		16	Pages


1	NAME OF REPORTING PERSONS InterWest Investors VII, LP I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	California

		5	SOLE VOTING POWER

NUMBER OF			132,731

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

REPORTING		7	SOLE DISPOSITIVE POWER
PERSON
WITH			132,731

		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	132,731

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.4%

12	TYPE OF REPORTING PERSON

	PN


CUSIP No.		59101M 10 5		Page		4		of		16	Pages


1	NAME OF REPORTING PERSONS InterWest Management Partners VII, LLC (the General Partner of InterWest Partners VII, LP and InterWest Investors VII, LP) I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	California

		5	SOLE VOTING POWER

NUMBER OF			2,904,436

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

REPORTING		7	SOLE DISPOSITIVE POWER
PERSON
WITH			2,904,436

		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,904,436

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.4%

12	TYPE OF REPORTING PERSON

	OO


CUSIP No.		59101M 10 5		Page		5		of		16	Pages


1	NAME OF REPORTING PERSONS Harvey B. Cash (a Managing Director of InterWest Management Partners VII, LLC) I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			50,000

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,904,436

REPORTING		7	SOLE DISPOSITIVE POWER
PERSON
WITH			50,000

		8	SHARED DISPOSITIVE POWER

			2,904,436

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,954,436

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.6%

12	TYPE OF REPORTING PERSON

	IN

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Harvey B. Cash that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.


CUSIP No.		59101M 10 5		Page		6		of		16	Pages


1	NAME OF REPORTING PERSONS Philip T. Gianos (a Managing Director of InterWest Management Partners VII, LLC) I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,904,436

REPORTING		7	SOLE DISPOSITIVE POWER
PERSON
WITH			0

		8	SHARED DISPOSITIVE POWER

			2,904,436

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,904,436

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.4%

12	TYPE OF REPORTING PERSON

	IN

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Philip T. Gianos that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.


CUSIP No.		59101M 10 5		Page		7		of		16	Pages


1	NAME OF REPORTING PERSONS W. Scott Hedrick (a Managing Director of InterWest Management Partners VII, LLC) I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,904,436

REPORTING		7	SOLE DISPOSITIVE POWER
PERSON
WITH			0

		8	SHARED DISPOSITIVE POWER

			2,904,436

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,904,436

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.4%

12	TYPE OF REPORTING PERSON

	IN

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by W. Scott Hedrick that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.


CUSIP No.		59101M 10 5		Page		8		of		16	Pages


1	NAME OF REPORTING PERSONS W. Stephen Holmes III (a Managing Director of InterWest Management Partners VII, LLC) I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,904,436

REPORTING		7	SOLE DISPOSITIVE POWER
PERSON
WITH			0

		8	SHARED DISPOSITIVE POWER

			2,904,436

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,904,436

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.4%

12	TYPE OF REPORTING PERSON

	IN

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by W. Stephen Holmes III that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.


CUSIP No.		59101M 10 5		Page		9		of		16	Pages


1	NAME OF REPORTING PERSONS Gilbert H. Kliman (a Managing Director of InterWest Management Partners VII, LLC) I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,904,436

REPORTING		7	SOLE DISPOSITIVE POWER
PERSON
WITH			0

		8	SHARED DISPOSITIVE POWER

			2,904,436

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,904,436

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.4%

12	TYPE OF REPORTING PERSON

	IN

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Gilbert H. Kliman that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.


CUSIP No.		59101M 10 5		Page		10		of		16	Pages


1	NAME OF REPORTING PERSONS Arnold L. Oronsky (a Managing Director of InterWest Management Partners VII, LLC) I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			46,666

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,904,436

REPORTING		7	SOLE DISPOSITIVE POWER
PERSON
WITH			46,666

		8	SHARED DISPOSITIVE POWER

			2,904,436

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,951,102

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.6%

12	TYPE OF REPORTING PERSON

	IN

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Arnold L. Oronsky that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.


CUSIP No.		59101M 10 5		Page		11		of		16	Pages


1	NAME OF REPORTING PERSONS Thomas L. Rosch (a Managing Director of InterWest Management Partners VII, LLC) I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,904,436

REPORTING		7	SOLE DISPOSITIVE POWER
PERSON
WITH			0

		8	SHARED DISPOSITIVE POWER

			2,904,436

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,904,436

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.4%

12	TYPE OF REPORTING PERSON

	IN

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Thomas L. Rosch that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

ITEM 1.

(a)		NAME OF ISSUER : Metabasis Therapeutics, Inc.

(b)		ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICE :

11119 North Torrey Pines Road, La Jolla, CA 92037

ITEM 2.

(a)

NAME OF PERSON(S) FILING:

InterWest Partners VII, LP (“IWP VII”)
InterWest Investors VII, LP (“II VII”)
InterWest Management Partners VII, LLC (“IMP VII”)
Harvey B. Cash (“Cash”)
Philip T. Gianos (“Gianos”)
W. Scott Hedrick (“Hedrick”)
W. Stephen Holmes III (“Holmes”)
Gilbert H. Kliman (“Kliman”)
Arnold L. Oronsky (“Oronsky”)
Thomas L. Rosch (“Rosch”)

(b)

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE :

2710 Sand Hill Road, Second Floor, Menlo Park, CA 94025

(c)

CITIZENSHIP/PLACE OF ORGANIZATION:


		IWP VII: II VII: IMP VII: Cash: Gianos: Hedrick: Holmes: Kliman: Oronsky: Rosch:		California California California United States United States United States United States United States United States United States

Page 12 of 16 Pages

(d)		TITLE OF CLASS OF SECURITIES: Common Stock

(e)		CUSIP NUMBER: 59101M 10 5

ITEM 3. NOT APPLICABLE.

ITEM 4. OWNERSHIP.


	IWP VII (1)			II VII (2)			IMP VII (3)
Beneficial Ownership		2,771,705			132,731			2,904,436
Percentage of Class		9.0	%		0.4	%		9.4	%
Sole Voting Power		2,771,705			132,731			2,904,436
Shared Voting Power		0			0			0
Sole Dispositive Power		2,771,705			132,731			2,904,436
Shared Dispositive Power		0			0			0


	Cash (4)			Gianos (4)			Hedrick (4)
Beneficial Ownership		2,954,436			2,904,436			2,904,436
Percentage of Class		9.6	%		9.4	%		9.4	%
Sole Voting Power		50,000			0			0
Shared Voting Power		2,904,436			2,904,436			2,904,436
Sole Dispositive Power		50,000			0			0
Shared Dispositive Power		2,904,436			2,904,436			2,904,436


	Holmes (4)			Kliman (4)			Oronsky (4)**			Rosch (4)
Beneficial Ownership		2,904,436			2,904,436			2,951,102			2,904,436
Percentage of Class		9.4	%		9.4	%		9.6	%		9.4	%
Sole Voting Power		0			0			46,666			0
Shared Voting Power		2,904,436			2,904,436			2,904,436			2,904,436
Sole Dispositive Power		0			0			46,666			0
Shared Dispositive Power		2,904,436			2,904,436			2,904,436			2,904,436


**		Includes 46,666 shares issuable to Oronsky pursuant to outstanding options exercisable within 60 days of December 31, 2007.

(1)		Includes 261,252 shares issuable pursuant to warrant exercise within 60 days of December 31, 2007.

(2)		Includes 12,511 shares issuable pursuant to warrant exercise within 60 days of December 31, 2007.

(3)		IMP VII is the general partner of IWP VII and II VII.

(4)		Cash, Gianos, Hedrick, Holmes, Kliman, Oronsky, and Rosch are Managing Directors of IMP VII.

Page 13 of 16 Pages

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

Not applicable.

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Under certain circumstances set forth in the limited liability company operating agreement of IMP VII, the members of such limited liability company have the right to receive dividends from, or the proceeds from the sale of, the common stock of Issuer beneficially owned by such limited liability company.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

Not applicable.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

No reporting person is a member of a group as defined in section 240.13d-1(b)(1)(iii)(H) of the Act.

ITEM 9. NOTICE OF DISSOLUTION OF THE GROUP.

Not applicable.

ITEM 10. CERTIFICATION.

Not applicable.

EXHIBITS

Joint Filing Statement attached as Exhibit A.

Page 14 of 16 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: February 12, 2008
	INTERWEST PARTNERS VII, LP

	By:	InterWest Management Partners VII, LLC
By: /s/ Harvey B. Cash		its General Partner
Name: Harvey B. Cash

By: /s/ Philip T. Gianos		By:	/s/ W. Stephen Holmes

Name: Philip T. Gianos			Managing Director

	INTERWEST INVESTORS VII, LP

	By:	InterWest Management Partners VII, LLC
By: /s/ W. Scott Hedrick		its General Partner
Name: W. Scott Hedrick

By: /s/ W. Stephen Holmes
Name: W. Stephen Holmes		By:	/s/ W. Stephen Holmes

			Managing Director
By: /s/ Gilbert H. Kliman
Name: Gilbert H. Kliman
	INTERWEST MANAGEMENT PARTNERS VII, LLC
By: /s/ Arnold L. Oronsky
Name: Arnold L. Oronsky

	By:	/s/ W. Stephen Holmes

		Managing Director
By: /s/ Thomas L. Rosch
Name: Thomas L. Rosch

Page 15 of 16 Pages

EXHIBIT A

Joint Filing Statement

We, the undersigned, hereby express our agreement that the attached Schedule 13G is filed on behalf of each of us.


Date: February 12, 2008
	INTERWEST PARTNERS VII, LP

	By:	InterWest Management Partners VII, LLC
By: /s/ Harvey B. Cash		its General Partner
Name: Harvey B. Cash

By: /s/ Philip T. Gianos		By:	/s/ W. Stephen Holmes

Name: Philip T. Gianos			Managing Director

	INTERWEST INVESTORS VII, LP

	By:	InterWest Management Partners VII, LLC
By: /s/ W. Scott Hedrick		its General Partner
Name: W. Scott Hedrick

By: /s/ W. Stephen Holmes
Name: W. Stephen Holmes		By:	/s/ W. Stephen Holmes

			Managing Director
By: /s/ Gilbert H. Kliman
Name: Gilbert H. Kliman
	INTERWEST MANAGEMENT PARTNERS VII, LLC
By: /s/ Arnold L. Oronsky
Name: Arnold L. Oronsky

	By:	/s/ W. Stephen Holmes

		Managing Director
By: /s/ Thomas L. Rosch
Name: Thomas L. Rosch

Page 16 of 16 Pages