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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1. Name and Address of Reporting Person * LESCHLY MARK   2. Issuer Name and Ticker or Trading Symbol TERCICA INC [TRCA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O RHO CAPITAL PARTNERS, INC., 152 /WEST 57TH STREET, 23RD FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 10/16/2008 (Street) NEW YORK, NY 10019 4. If Amendment, Date 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 (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 10/16/2008   D   3,333 D $ 9 (1) 0 D   Common Stock 10/16/2008   D   829,210 D $ 9 (2) 0 I Rho Management Trust I (3) Common Stock 10/16/2008   D   374,629 D $ 9 (2) 0 I Rho Ventures IV, L.P. (3) Common Stock 10/16/2008   D   881,971 D $ 9 (2) 0 I Rho Ventures IV (QP), L.P. (3) Common Stock 10/16/2008   D   919,141 D $ 9 (2) 0 I Rho Ventures IV GmbH & Co. Beteiligungs KG (3)

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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

Non-Qualified Stock Option (right to buy)

$ 5

10/16/2008

D

22,500

(4)

01/08/2014

Common Stock

22,500

$ 4

0

D

Non-Qualified Stock Option (right to buy)

$ 0.75

10/16/2008

D

11,250

(4)

06/01/2015

Common Stock

11,250

$ 8.25

0

D

Non-Qualified Stock Option (right to buy)

$ 4.4

10/16/2008

D

11,250

(4)

06/06/2016

Common Stock

11,250

$ 4.6

0

D

Non-Qualified Stock Option (right to buy)

$ 2.4

10/16/2008

D

11,250

(4)

05/24/2017

Common Stock

11,250

$ 6.6

0

D

Non-Qualified Stock Option (right to buy)

$ 4.81

10/16/2008

D

13,334

(4)

05/20/2018

Common Stock

13,334

$ 4.19

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LESCHLY MARK C/O RHO CAPITAL PARTNERS, INC. 152 /WEST 57TH STREET, 23RD FLOOR NEW YORK, NY 10019	X

Signatures

/s/ Stephen N. Rosenfield, Attorney-in-Fact		10/20/2008
**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)	Represents Restricted Stock Units that were canceled pursuant to the terms of the Agreement and Plan of Merger, dated June 4, 2008, among Tercica, Inc., Beaufour Ipsen Pharma and Tribeca Acquisition Corporation, a wholly owned subsidiary of Beaufour Ipsen Pharma, in exchange for a cash payment equal to $9.00 per restricted stock unit canceled.
(2)	Pursuant to the terms of the Agreement and Plan of Merger, each issued and outstanding share of common stock was automatically canceled and converted into the right to receive a per share amount equal to $9.00 in cash, without interest.
(3)	This stockholder is affiliated with the management company, Rho Capital Partners, Inc. Mark Leschly is a controlling shareholder of Rho Capital Partners, Inc., a managing member of the general partner of Rho Ventures IV, L.P. and Rho Ventures IV (QP), L.P., a managing director of the general partner of Rho Ventures IV GmbH & Co. Beteiligungs KG and a managing partner of the investment advisor to Rho Management Trust I.
(4)	This stock option was canceled pursuant to the terms of the Agreement and Plan of Merger, in exchange for a cash payment equal to the excess of the $9.00 per share merger consideration over the per share exercise price of the option, multiplied by the number of shares of common stock subject to the option.

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