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* FRIEDLI PETER (Last) (First) (Middle) C/O OSIRIS THERAPEUTICS, INC. 2001 ALICEANNA STREET (Street) BALTIMORE MD 21231-3043 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol OSIRIS THERAPEUTICS, INC. [ OSIR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/01/2006
	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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Promissory Note(1)	$18	10/30/2006		P		4,500,000		02/09/2007	04/30/2009	Common Stock	25,000	$18	1,250,000(2)(3)	D

Explanation of Responses:

1. Convertible promissory note (the "Note") pursuant to a private placement intended to qualify under Regulation S of the Securities Act of 1933, as amended. The Note bears interest at a rate of 10% per annum, with semi-annual payments of accrued interest becoming due and payable on each April 30 and October 30, and, with payment in full on April 30, 2009. Any time after February 9, 2007, at the option of the Holder, the Note may be converted into common stock at the conversion price of $18.00 per share. The Note automatically converts into common stock at the same conversion price if, after February 9, 2007, for ten consecutive trading days on the NASDAQ Global Market, the closing price equals $25.00 per share or greater. The Note is redeemable at any time by the Company upon thirty (30) days written notice to the Holder. The form of Note is included as an exhibit to the Current Report on Form 8-K, filed by the Company with the SEC on October 31, 2006.

2. Includes (i) Warrants to purchase 1,000,000 shares of common stock at $11.00 per share, and (ii) the Note which is convertible into 250,000 shares of common stock at the initial conversion price of $18.00 per share.

3. The 1,000,000 shares represented by the Warrant are subject to a restriction on transfer by the terms of a certain lock-up agreement which is in effect through January 30, 2008. A copy of which agreement may be inspected by the holder of these derivative securities at the principal offices of the corporation, or furnished by the corporation to the holder upon written request, without charge

	Peter Friedli	11/01/2006
	** Signature of Reporting Person	Date
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