INTERWEST PARTNERS VI L P - 4 filing on 2004-04-07

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

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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^*

INTERWEST PARTNERS VI L P

(Last)

(First)

(Middle)

2710 SAND HILL ROAD

SECOND FLOOR

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
THERASENSE INC [ THER ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/05/2004

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	04/05/2004		D		100,306	D	$27⁽⁴⁾	0	I	By: InterWest Partners V, LP⁽¹⁾
Common Stock	04/05/2004		D		3,237,103	D	$27⁽⁴⁾	0	D
Common Stock	04/05/2004		D		101,494	D	$27⁽⁴⁾	0	I	By: InterWest Investors VI, LP⁽¹⁾
Common Stock	04/05/2004		D		69,396	D	$27⁽⁴⁾	0	I	By: InterWest Investors VII, LP⁽¹⁾
Common Stock	04/05/2004		D		10,882	D	$27⁽⁴⁾	0	I	By: W. Scott Hedrick⁽¹⁾⁽³⁾
Common Stock	04/05/2004		D		11,764	D	$27⁽⁴⁾	0	I	By: Harvey B. Cash⁽¹⁾
Common Stock	04/05/2004		D		20,000	D	$27⁽⁴⁾	0	I	By: InterWest Venture Mgmt Co. PSRP FBO Harvey B. Cash⁽¹⁾
Common Stock	04/05/2004		D		27,647	D	$27⁽⁴⁾	0	I	By: The Momsen Living Trust U/A/D 1-5-95⁽¹⁾⁽²⁾
Common Stock	04/05/2004		D		1,000	D	$27⁽⁴⁾	0	I	By: Robert Momsen FBO Paige Momsen under CA uniform TFR to Minor
Common Stock	04/05/2004		D		1,000	D	$27⁽⁴⁾	0	I	By: Robert Momsen FBO Nick Momsen under CA uniform TFR to Minor
Common Stock	04/05/2004		D		175,000	D	$27⁽⁴⁾	0	I	By: InterWest Venture Mgmt Co. PSRP FBO Robert R. Momsen⁽¹⁾
Common Stock	04/05/2004		D		10,000	D	$27⁽⁴⁾	0	I	By: Gilbert H. Kliman⁽¹⁾
Common Stock	04/05/2004		D		1,449,082	D	$27⁽⁴⁾	0	I	By: InterWest Partners VII, LP⁽¹⁾⁽⁵⁾

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)

Explanation of Responses:

1. See Joint Filer Information in Remarks section below.

2. The shares are held in the name of The Momsen Living Trust U/A/D 1-5-95 of which Robert Momsen is the Trustee.

3. Excludes 10,882 shares of common stock that were distributed as part of a qualified domestic relations order.

4. Disposed of pursuant to a merger agreement between the issuer, Abbott Laboratories and a wholly owned subsidiary of Abbott Laboratories.

5. The 2,000 shares held in the name of Alan W. Crites and Carol B. Crites, Trustees of the Crites Family Trust-2000 u/i dated 2/18/00 were removed from the group filing as Mr. Crites ceased to be a Managing Director of InterWest Management Partners VI, LLC and InterWest Management Partners VII, LLC effective 12-31-03.

Remarks:

The individual Reporting Persons listed above (excluding Harvey B. Cash, Gilbert H. Kliman and Thomas L. Rosch) are general partners of InterWest Management Partners V,LP.InterWest Management Partners V, LP has sole voting and investment control over shares owned by Interwest Partners V, LP ("Partners V"). The individual Reporting Persons listed above (excluding Thomas L.Rosch) are managing directors of InterWest Management Partners VI,LLC.InterWest Management Partners VI,LLC has sole voting and investment control over shares owned by Partners VI and Investors VI.Certain of the individual Reporting Persons listed above (excluding Robert R.Momsen) are also managing directors of InterWest Management Partners VII,LLC.InterWest Management Partners VII,LLC has sole voting and investment control over shares owned by Partners VII and Investors VII.All Reporting Persons disclaim beneficial ownership of shares of TheraSense,Inc.stock held by Partners V,Partners VI,Investors VI,Partners VII and Investors VII,except to the extent of their respective pecuniary interest therein.The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934,or otherwise,any of the Reporting Persons are the beneficial owner of all of the equity securities covered by this statement. Each of the Reporting Persons listed above hereby designates Partners VI as its designated filer of Forms 3,4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder.

	/s/ InterWest Partners VI, L.P. ("Partners VI")	04/05/2004
	/s/ InterWest Investors VI, L.P. ("Investors VI")	04/05/2004
	/s/ InterWest Partners VII, L.P. ("Partners VII")	04/05/2004
	/s/ InterWest Investors VII, L.P. ("Investors VII")	04/05/2004
	/s/ InterWest Management Partners VI, LLC	04/05/2004
	/s/ InterWest Management Partners VII, LLC	04/05/2004
	/s/ Harvey B. Cash /s/ Robert R. Momsen	04/05/2004
	/s/ Philip T. Gianos /s/ Arnold L. Oronsky	04/05/2004
	/s/ W. Scott Hedrick /s/ Thomas L. Rosch	04/05/2004
	/s/ W. Stephen Holmes /s/ Gilbert H. Kliman	04/05/2004
	** 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).
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