Ownership Submission
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 *
DELPHI MANAGEMENT PARTNERS V LLC
  2. Issuer Name and Ticker or Trading Symbol
THERMAGE INC [THRM]
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)
3000 SAND HILL ROAD, BUILDING 1, SUITE 135
3. Date of Earliest Transaction (Month/Day/Year)
11/14/2006
(Street)

MENLO PARK, CA 94025
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 11/15/2006   C   681,498 A (1) 717,624 I (2) By Delphi Ventures V, L.P.
Common Stock 11/15/2006   C   7,391 A (1) 7,782 I (3) By Delphi BioInvestments V, L.P.

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
Series C Convertible Preferred Stock Warrant (right to buy) $ 4.5 11/14/2006   X     21,984   (5) 03/12/2009 Common Stock 21,984 (1) 0 (6) I (2) By Delphi Ventures V, L.P.
Series C Convertible Preferred Stock (4) 11/14/2006   X   21,984     (5)   (1) Common Stock 21,984 (1) 0 (6) I (2) By Delphi Ventures V, L.P.
Series C Convertible Preferred Stock Warrant (right to buy) $ 4.5 11/14/2006   X     239   (5) 03/12/2009 Common Stock 239 (1) 0 (6) I (3) By Delphi BioInvestments V, L.P.
Series C Convertible Preferred Stock (4) 11/14/2006   X   239     (5)   (1) Common Stock 239 (1) 0 (6) I (3) By Delphi BioInvestments V, L.P.
Series C Convertible Preferred Stock (4) 11/15/2006   C     681,498   (5)   (1) Common Stock 681,498 (1) 0 (6) I (2) By Delphi Ventures V, L.P.
Series C Convertible Preferred Stock (4) 11/15/2006   C     7,391   (5)   (1) Common Stock 7,391 (1) 0 (6) I (3) By Delphi BioInvestments V, L.P.

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DELPHI MANAGEMENT PARTNERS V LLC
3000 SAND HILL ROAD
BUILDING 1, SUITE 135
MENLO PARK, CA 94025
    X    
DELPHI VENTURES V LP
3000 SAND HILL ROAD
BUILDING 1, SUITE 135
MENLO PARK, CA 94025
    X    
DELPHI BIOINVESTMENTS V LP
3000 SAND HILL ROAD
BUILDING 1, SUITE 135
MENLO PARK, CA 94025
    X    

Signatures

 /s/ David L. Douglass, Managing Member   11/16/2006
**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) Not applicable.
(2) The reported securities are owned directly by Delphi Ventures V, L.P. and indirectly by Delphi Management Partners V, LLC, as general partner of Delphi Ventures V, L.P. Delphi Management Partners V, LLC disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein. Delphi BioInvestments V, L.P. disclaims beneficial ownership of these securities.
(3) The reported securities are owned directly by Delphi BioInvestments V, L.P. and indirectly by Delphi Management Partners V, LLC, as general partner of Delphi BioInvestments V, L.P. Delphi Management Partners V, LLC disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein. Delphi Ventures V, L.P. disclaims beneficial ownership of these securities.
(4) 1-for-1.
(5) Immediately.
(6) Following all transactions reported hereunder, the reporting entities do not own any Warrants to purchase shares of Series C Convertible Preferred Stock and do not own any shares of Series C Convertible Preferred Stock.
 
Remarks:
The reporting entities ceased to be 10% owners as of November 15, 2006.

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