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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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 * APAX PARTNERS EUROPE MANAGERS LTD   2. Issuer Name and Ticker or Trading Symbol AFFYMAX INC [AFFY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 15 PORTLAND AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 12/19/2006 (Street) LONDON, X0 W1B 1PT 4. If Amendment, Date Original Filed(Month/Day/Year) 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 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 Common Stock 12/19/2006   X   24,518 (1) A (1) 69,518 I See (2) Common Stock 12/20/2006   C   368,824 A (3) 438,342 I See (2) Common Stock 12/20/2006   C   396,236 A (4) 834,578 I See (2) Common Stock 12/20/2006   C   819,360 A (5) 1,653,938 I See (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: 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

Warrant (Right to Buy)

$ 17

12/19/2006

X

76,620

(6)

12/20/2006

Common Stock

76,620

$ 0

0

D

Series B Convertible Preferred Stock

(3)

12/20/2006

C

368,524

(7)

(7)

Common Stock

368,524

$ 0

0

D

Series C Convertible Preferred Stock

(4)

12/20/2006

C

396,236

(7)

(7)

Common Stock

396,236

$ 0

0

D

Series D Convertible Preferred Stock

(5)

12/20/2006

C

819,360

(7)

(7)

Common Stock

819,360

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
APAX PARTNERS EUROPE MANAGERS LTD 15 PORTLAND AVENUE LONDON, X0 W1B 1PT		X
Apax Europe V GP Co.LTD 15 PORTLAND AVENUE LONDON, X0 W1B 1PT		X

Signatures

/s/ Peter Englander, APAX PARTNERS EUROPE MANAGERS LTD.		12/19/2006
**Signature of Reporting Person		Date
/s/ Stephen Grabiner, APAX PARTNERS EUROPE MANAGERS LTD.		12/19/2006
**Signature of Reporting Person		Date
/s/ Connie Helyar, APAX EUROPE V GP CO. LIMITED		12/19/2006
**Signature of Reporting Person		Date
/s/ Shelley Harley, APAX EUROPE V GP CO. LIMITED, For International Private Equity Services Limited, as Secretary		12/19/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Net issuance exercise of a warrant to purchase common stock based upon an exercise price of $17.00 per share and an initial public offering price of $25.00 per share resulting in the issuance of 24,518 shares of common stock.
(2)	The securities are directly owned by Apax Europe V-A, L.P., Apax Europe V-B, L.P., Apax Europe V-C GmbH, Co. KG, Apax V-D, L.P., Apax Europe V-E, L.P., Apax Europe V-F, C.V., Apax Europe V-G, C.V., Apax Europe V-1, LP and Apax Europe V-2, LP (collectively the Europe V Funds). The statement is being filed by Apax Partners Europe Managers Limited ("Apax Europe Managers") and Apax Europe V GP Co. Limited ("Apax Europe V GP"). Apax Europe Managers serves as the discretionary investment manager of the Europe V Funds and Apax Europe V GP serves as the general partner of the Europe V Funds. Each of Apax Europe Managers and Apax Europe V GP disclaim beneficial ownership of the securities reported herein except to the extent of its pecuniary interest.
(3)	The Series B Preferred Stock converted into the Issuer's common stock at a rate of 1.47528 for 1.
(4)	The Series C Preferred Stock converted into the Issuer's common stock at a rate of 1 for 1.
(5)	The Series D Preferred Stock converted into the Issuer's common stock at a rate of 1 for 1.
(6)	Immediately exercisable.
(7)	The securities are preferred stock of the Issuer and do not have an expiration date. The securities automatically converted into common stock upon the closing of the Issuer's initial public offering.

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