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 *
ORONSKY ARNOLD L
  2. Issuer Name and Ticker or Trading Symbol
METABASIS THERAPEUTICS INC [MBRX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O INTERWEST PARTNERS, 2710 SAND HILL ROAD, 2ND FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
04/16/2008
(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 04/16/2008   P   945,577 A $ 2.34 3,456,030 I (1) By InterWest Partners VII, LP
Common Stock 04/16/2008   X   118,759 A $ 2.34 3,574,789 I (1) By InterWest Partners VII, LP
Common Stock 04/16/2008   X   142,493 A $ 2.34 3,717,282 I (1) By InterWest Partners VII, LP
Common Stock 04/16/2008   P   45,239 A $ 2.34 165,459 I (2) By InterWest Investors VII, LP
Common Stock 04/16/2008   X   5,687 A $ 2.34 171,146 I (2) By InterWest Investors VII, LP
Common Stock 04/16/2008   X   6,824 A $ 2.34 177,970 I (2) By InterWest Investors VII, LP

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
Common Stock Warrant (Right to Buy) $ 8.694 04/16/2008   H(3)     118,759 06/16/2004 04/16/2008 Common Stock 118,759 $ 0 (3) 0 I (1) By InterWest Partners VII, LP
Common Stock Warrant (Right to Buy) $ 6.74 04/16/2008   H(3)     142,493 03/29/2006 04/16/2008 Common Stock 142,493 $ 0 (3) 0 I (1) By InterWest Partners VII, LP
Common Stock Warrant (Right to Buy) $ 8.694 04/16/2008   H(3)     5,687 06/16/2004 04/16/2008 Common Stock 5,687 $ 0 (3) 0 I (2) By InterWest Investors VII, LP
Common Stock Warrant (Right to Buy) $ 6.74 04/16/2008   H(3)     6,824 03/29/2006 04/16/2008 Common Stock 6,824 $ 0 (3) 0 I (2) By InterWest Investors VII, LP
Common Stock Warrant (Right to Buy) $ 2.34 04/16/2008   P(3)   118,759   04/16/2008 04/16/2008 Common Stock 118,759 $ 0 (3) 118,759 I (1) By InterWest Partners VII, LP
Common Stock Warrant (Right to Buy) $ 2.34 04/16/2008   P(3)   142,493   04/16/2008 04/16/2008 Common Stock 142,493 $ 0 (3) 142,493 I (1) By InterWest Partners VII, LP
Common Stock Warrant (Right to Buy) $ 2.34 04/16/2008   P(3)   5,687   04/16/2008 04/16/2008 Common Stock 5,687 $ 0 (3) 5,687 I (2) By InterWest Investors VII, LP
Common Stock Warrant (Right to Buy) $ 2.34 04/16/2008   P(3)   6,824   04/16/2008 04/16/2008 Common Stock 6,824 $ 0 (3) 6,824 I (2) By InterWest Investors VII, LP
Common Stock Warrant (Right to Buy) $ 2.34 04/16/2008   X(3)     118,759 04/16/2008 04/16/2008 Common Stock 118,759 $ 0 (3) 0 I (1) By InterWest Partners VII, LP
Common Stock Warrant (Right to Buy) $ 2.34 04/16/2008   X(3)     142,493 04/16/2008 04/16/2008 Common Stock 142,493 $ 0 (3) 0 I (1) By InterWest Partners VII, LP
Common Stock Warrant (Right to Buy) $ 2.34 04/16/2008   X(3)     5,687 04/16/2008 04/16/2008 Common Stock 5,687 $ 0 (3) 0 I (2) By InterWest Investors VII, LP
Common Stock Warrant (Right to Buy) $ 2.34 04/16/2008   X(3)     6,824 04/16/2008 04/16/2008 Common Stock 6,824 $ 0 (3) 0 I (2) By InterWest Investors VII, LP
Common Stock Warrant (Right to Buy) $ 2.69 04/16/2008   P   312,173   10/16/2008 04/16/2013 Common Stock 312,173 $ 0.125 312,173 I (1) By InterWest Partners VII, LP
Common Stock Warrant (Right to Buy) $ 2.69 04/16/2008   P   14,937   10/16/2008 04/16/2013 Common Stock 14,937 $ 0.125 14,937 I (2) By InterWest Investors VII, LP

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ORONSKY ARNOLD L
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, 2ND FLOOR
MENLO PARK, CA 94025
  X   X    

Signatures

 /s/ Arnold L. Oronsky   04/18/2008
**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) The shares are owned by InterWest Partners VII, L.P. ("IW7"). InterWest Management Partners VII, LLC ("IMP7") is the general partner of IW7. The Reporting Person is a Managing Directors of IMP7 and disclaims beneficial ownership of the shares reported, except to the extent of his pecuniary interest therein.
(2) The shares are owned by InterWest Investors VII, L.P. ("II7"). InterWest Management Partners VII, LLC ("IMP7") is the general partner of II7. The Reporting Person is a Managing Directors of IMP7 and disclaims beneficial ownership of the shares reported, except to the extent of his pecuniary interest therein.
(3) In connection with a private placement of shares of the Company's common stock, the Company agreed to lower the exercise price of certain outstanding warrants in exchange for the immediate exercise of those warrants.

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