SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

Farrow Jeffrey S

(Last)

(First)

(Middle)

TWO CORPORATE DRIVE

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RENOVIS INC [ RNVS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	V.P., Finance and CAO

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2008

4. If Amendment, Date of 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

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	05/02/2008		D		62,286	D	⁽¹⁾	0	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Stock Option (right to buy)	$5.4	05/02/2008		D			15,523	01/08/2005⁽²⁾	01/07/2014	Common Stock	15,523	⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$5.4	05/02/2008		D			1,698	01/08/2005⁽²⁾	01/07/2014	Common Stock	1,698	⁽⁴⁾	0	D
Incentive Stock Option (right to buy)	$2.62	05/02/2008		D			25,494	01/01/2009⁽⁵⁾	01/30/2018	Common Stock	25,494	⁽⁶⁾	0	D
Non-Qualified Stock Option (right to buy)	$2.62	05/02/2008		D			756	01/01/2009⁽⁵⁾	01/30/2018	Common Stock	756	⁽⁷⁾	0	D

Explanation of Responses:

1. Disposed of pursant to the merger agreement ("Merger Agreement") between issuer, Renovis, Inc. ("RVNS") and Evotec AG in exchange for 32,830 American Despositary Shares ("ADSs") of Evotec AG on the effective date of the merger, May 2, 2008. Includes 53,334 shares granted under a Deferred Stock Unit Award.

2. 1/4 of the total shares subject to the option became exercisable on January 8, 2005 and an additional 1/48 of the total shares subject to the option became exercisable each full month thereafter.

3. This option was converted into an option to acquire 8,182 Amercian Depositary Shares ("ADSs") of Evotec AG at an exercise pirce of $10.25 per share pursuant to the terms of the Merger Agreement among Renovis, Inc. and Evotec AG.

4. This option was converted into an option to acquire 895 Amercian Depositary Shares ("ADSs") of Evotec AG at an exercise pirce of $10.25 per share pursuant to the terms of the Merger Agreement among Renovis, Inc. and Evotec AG.

5. 1/3rd of the shares vest on January 1, 2009 and the remaining vest 1/3rd annually over the next two years.

6. This option was converted into an option to acquire 13,437 Amercian Depositary Shares ("ADSs") of Evotec AG at an exercise pirce of $4.98 per share pursuant to the terms of the Merger Agreement among Renovis, Inc. and Evotec AG.

7. This option was converted into an option to acquire 398 Amercian Depositary Shares ("ADSs") of Evotec AG at an exercise pirce of $4.98 per share pursuant to the terms of the Merger Agreement among Renovis, Inc. and Evotec AG.

	/George Fraley	05/06/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.