FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person *   ESSEX WOODLANDS HEALTH VENTURES FUND V LP 2. Date of Event Requiring Statement (Month/Day/Year) 11/09/2006 3. Issuer Name and Ticker or Trading Symbol THERMAGE INC [THRM] (Last) (First) (Middle) 21 WATERWAY AVENUE, SUITE 225 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) THE WOODLANDS, TX 77380 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Convertible Preferred Stock	  (1)	  (2)	Common Stock	1,555,555	$ (3)	D (4)	Â
Series C Convertible Preferred Stock Warrant (right to buy)	  (1)	03/12/2009	Common Stock	88,889	$ 4.5	D (4)	Â
Series C Convertible Preferred Stock Warrant (right to buy)	  (1)	05/29/2009	Common Stock	66,667	$ 4.5	D (4)	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ESSEX WOODLANDS HEALTH VENTURES FUND V LP 21 WATERWAY AVENUE SUITE 225 THE WOODLANDS, TX 77380	Â	  X	Â	Â
ESSEX WOODLANDS HEALTH VENTURES FUND V LLC 21 WATERWAY AVENUE SUITE 225 THE WOODLANDS, TX 77380	Â	  X	Â	Â

Signatures

/s/ Martin P. Sutter, Managing Director		11/09/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Immediately.
(2)	Not applicable.
(3)	1-for-1.
(4)	The reported securities are owned directly by Essex Woodlands Health Ventures Fund V, L.P. and indirectly by Essex Woodlands Health Ventures V, L.L.C., as general partner of Essex Woodlands Health Ventures Fund V, L.P. Essex Woodlands Health Ventures V, L.L.C. disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein.
  Remarks: The Date of Event is based upon the date of effectiveness of the Issuer's Registration Statement on Form S-1 filed in connection with the Issuer's initial public offering, estimated to be on or about November 9, 2006. Exhibit List Exhibit 99 - Joint Filer Information

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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