THERASENSE INC - 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^*

MOMSEN ROBERT R

(Last)

(First)

(Middle)

C/O INTERWEST

2710 SAND HILL ROAD 2ND 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)

X	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		3,237,103	D	$27⁽⁴⁾	0	I	By: InterWest Partners VI, LP⁽¹⁾
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		100,306	D	$27⁽⁴⁾	0	I	By: InterWest Partners V, LP⁽²⁾
Common Stock	04/05/2004		D		27,647	D	$27⁽⁴⁾	0	I	By: The Momsen Living Trust U/A/D 1-5-95⁽³⁾
Common Stock	04/05/2004		D		175,000	D	$27⁽⁴⁾	0	I	By: InterWest Venture Mgmt Co. PSRP FBO Robert R. Momsen
Common Stock	04/05/2004		D		1,000	D	$27⁽⁴⁾	0	I	By: Robert Momsen Custodian 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 Custodian FBO Nick Momsen under CA uniform TFR to Minor

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)
NQ option (right to buy)	$5	04/05/2004		D			30,000	⁽⁵⁾	09/28/2010	Common	30,000	$22	0	D
NQ option (right to buy)	$21.25	04/05/2004		D			5,000	⁽⁶⁾	04/18/2012	Common	5,000	$5.75	0	D
NQ option (right to buy)	$9.05	04/05/2004		D			5,000	⁽⁶⁾	05/08/2013	Common	5,000	$17.95	0	D

Explanation of Responses:

1. InterWest Management Partners VI, LLC has sole voting and investment control over the shares held by InterWest Partners VI, L.P. and InterWest Investors VI, L.P. The reporting person is a managing director of InterWest Management Partners VI, LLC, and shares voting and investment control of the shares held by the fund. The reporting person disclaims beneficial ownership of these shares except to the extent of his 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, the reporting person is the beneficial owner of all of the equity securities covered by this statement.

2. InterWest Management Partners V, L.P. has sole voting and investment control over the shares held by InterWest Partners V, L.P. The reporting person is a general partner of InterWest Management Partners V, L.P., and shares voting and investment control of the shares held by the fund. The reporting person disclaims beneficial ownership of these shares except to the extent of his 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, the reporting person is the beneficial owner of all of the equity securities covered by this statement.

3. 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.

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

5. This option vests over a three year period and was cancelled pursuant to the merger agreement between the issuer, Abbott Laboratories and a wholly-owned subsidiary of Abbott Laboratories in exchange for a cash payment per underlying share equal to $27.00 less the exercise price.

6. This option vests on the one-year anniversary from the date of grant and was cancelled pursuant to the merger agreement between the issuer, Abbott Laboratories and a wholly-owned subsidiary of Abbott Laboratories in exchange for a cash payment per underlying share equal to $27.00 less the exercise price.

	/s/ Robert R. Momsen	04/05/2004
	** Signature of Reporting Person	Date
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