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 * Shaffer Gary   2. Issuer Name and Ticker or Trading Symbol THERMAGE INC [THRM] 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) 2710 SAND HILL ROAD, SUITE 100 3. Date of Earliest Transaction (Month/Day/Year) 11/10/2006 (Street) MENLO PARK, CA 94025 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 11/10/2006   P V 92,196 (6) A $ 7 92,196 (7) I (2) By Morgenthaler Venture Partners V, L.P. Common Stock 11/10/2006   P V 48,253 (6) A $ 7 48,253 (8) I (3) By Morgenthaler Partners VII, L.P. Common Stock 11/15/2006   C V 1,798,741 A (1) 1,890,937 (7) I (2) By Morgenthaler Venture Partners V, L.P. Common Stock 11/15/2006   C V 941,413 A (1) 989,666 (8) I (3) By Morgenthaler Partners VII, L.P.

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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 B Convertible Preferred Stock

(4)

11/15/2006

C

V

1,132,075

(5)

(1)

Common Stock

1,132,075

(1)

0

I (2)

By Morgenthaler Venture Partners V, L.P.

Series C Convertible Preferred Stock

(4)

11/15/2006

C

V

666,666

(5)

(1)

Common Stock

666,666

(1)

0

I (2)

By Morgenthaler Venture Partners V, L.P.

Series C Convertible Preferred Stock

(4)

11/15/2006

C

V

941,413

(5)

(1)

Common Stock

941,413

(1)

0

I (3)

By Morgenthaler Partners VII, L.P.

Director Stock Options (right to buy)

(9)

(9)

(9)

Common Stock

40,000 (9)

40,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Shaffer Gary 2710 SAND HILL ROAD SUITE 100 MENLO PARK, CA 94025	X

Signatures

/s/ Gary Shaffer		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 Morgenthaler Venture Partners V, L.P. and indirectly by Morgenthaler Management Partners V, LLC as general partner of Morgenthaler Venture Partners V, L.P. Mr. Shaffer shares voting and investment control over all securities held by Morgenthaler Venture Partners V, L.P. and Morgenthaler Management Partners V, LLC. Mr. Shaffer disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(3)	The reported securities are owned directly by Morgenthaler Partners VII, L.P. and indirectly by Morgenthaler Management Partners VII, LLC as general partner of Morgenthaler Partners VII, L.P. Mr. Shaffer shares voting and investment control over all securities held by Morgenthaler Partners VII, L.P. and Morgenthaler Management Partners VII, LLC. Mr. Shaffer disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(4)	1-for-1.
(5)	Immediately.
(6)	These shares were purchased from the underwriters as provided for in the Issuer's prospectus dated November 9, 2006.
(7)	Following all transactions reported hereunder, Mr. Shaffer indirectly holds an aggregate of 1,890,937 shares of common stock by Morgenthaler Venture Partners V, L.P.
(8)	Following all transactions reported hereunder, Mr. Shaffer indirectly holds an aggregate of 989,666 shares of common stock by Morgenthaler Partners VII, L.P.
(9)	Immediately prior to Mr. Shaffer's resignation as a director of the Issuer, he owned stock options representing a right to purchase an aggreagate total of 40,000 shares of the Issuer's common stock, at exercises prices ranging from $0.45 to $3.00 per share.
Remarks: Mr. Shaffer ceased to be a director as of November 15, 2006.  This Form 4 is filed for the sole purpose of notifying the public that Mr. Shaffer is exiting from the Section 16 reporting system.

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