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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

KELLERMAN DONALD J
2. Issuer Name and Ticker or Trading Symbol

MAP Pharmaceuticals, Inc. [ MAPP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP,Clinical Dev & Med Affairs
(Last)          (First)          (Middle)

2400 BAYSHORE PARKWAY, SUITE 200
3. Date of Earliest Transaction (MM/DD/YYYY)

1/25/2012
(Street)

MOUNTAIN VIEW, CA 94043
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   1/26/2012     M    2250   A $ 0   2372   D    
Common Stock   1/26/2012     F    943   D $13.84   1429   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Stock Option (Right to Buy)   $14.09   1/25/2012     A      32500         (1) 1/24/2022   Common Stock   32500   $ 0   32500   D    
Restricted Stock Unit (RSU)     (2) 1/25/2012     A      11000         (3)   (3) Common Stock   11000   $ 0   11000   D    
Restricted Stock Unit (RSU)     (2) 1/26/2012     M         2250      (4)   (4) Common Stock   2250   $ 0   6750   D    

Explanation of Responses:
( 1)  The option is exercisable as it vests: 25% of the total number of option shares vests and becomes exercisable on January 25, 2013. Thereafter, 1/48th of the total number of option shares becomes exercisable cumulatively on the 25th day of each following month for 36 months so that the entire number of option shares becomes fully vested and exercisable on January 25, 2016.
( 2)  Each RSU represents a contingent right to receive one share of MAP common stock.
( 3)  25% of the total number of RSUs vests and becomes payable on each anniversary of January 25, 2012, such that all RSUs subject to this award shall be fully vested on January 25, 2016.
( 4)  25% of the total number of RSUs granted on January 26, 2011 became vested on January 26, 2012, such that all RSUs subject to this award shall be fully vested on January 26, 2015.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KELLERMAN DONALD J
2400 BAYSHORE PARKWAY, SUITE 200
MOUNTAIN VIEW, CA 94043


SVP,Clinical Dev & Med Affairs

Signatures
/s/ Donald J. Kellerman 1/27/2012
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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