Form 4 METABASIS THERAPEUTICS For: Jan 29 Filed by: Millican Trisha (10K)

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, 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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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^*

Millican Trisha

(Last)

(First)

(Middle)

11119 NORTH TORREY PINES ROAD

(Street)

LA JOLLA

92037

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
METABASIS THERAPEUTICS INC [MBRX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Principal Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2009

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)
			Code	V	Amount	(A) or (D)	Price

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 5.72

01/29/2009

20,250

⁽¹⁾

08/31/2016

Common Stock

20,250

⁽⁷⁾

Stock Option (Right to Buy)

$ 7.35

01/29/2009

12,900

⁽²⁾

03/30/2017

Common Stock

12,900

⁽⁷⁾

Stock Option (Right to Buy)

$ 2.46

01/29/2009

10,750

⁽³⁾

02/01/2018

Common Stock

10,750

⁽⁷⁾

Stock Option (Right to Buy)

$ 2.46

01/29/2009

4,515

⁽⁴⁾

02/01/2018

Common Stock

4,515

⁽⁷⁾

Stock Option (Right to Buy)

$ 2

01/29/2009

2,150

⁽⁵⁾

03/17/2018

Common Stock

2,150

⁽⁷⁾

Stock Option (Right to Buy)

$ 1

01/29/2009

50,565

⁽⁶⁾

01/29/2019

Common Stock

50,565

⁽⁷⁾

50,565

Explanation of Responses:

1. The cancelled option provided for 25% of the shares to vest on the first anniversary of the grant date (8/31/06), and the remaining shares to vest in equal monthly installments over the following three years.

2. The cancelled option provided for 25% of the shares to vest on the first anniversary of the grant date (3/30/07), and the remaining shares to vest in equal monthly installments over the following three years.

3. The cancelled option provided for 25% of the shares to vest on the first anniversary of the grant date (2/1/08), and the remaining shares to vest in equal monthly installments over the following three years.

4. The cancelled option provided for 100% of the shares to vest on the second anniversary of the grant date (2/1/08).

5. The cancelled option provided for 25% of the shares to vest on the first anniversary of the grant date (3/17/08), and the remaining shares to vest in equal monthly installments over the following three years.

6. The option provides for 25% of the shares to vest six months from the grant date (1/29/09) and the remaining 75% of the shares to vest in equal monthly installments over three years beginning on the grant date.

7. Pursuant to the Company's Offer to Exchange Stock Options, on January 29, 2009, the Company cancelled options granted to the reporting person in exchange for new options equal to the number of shares under the cancelled options.

	Trisha Millican	02/02/2009
	** 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 Number.

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