Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Knowlton Edward W
2. Date of Event Requiring Statement (Month/Day/Year)
11/09/2006
3. Issuer Name and Ticker or Trading Symbol
THERMAGE INC [THRM]
(Last)
(First)
(Middle)
905 SAN RAMON, VALLEY BLVD., SUITE 110
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DANVILLE, CA 94526
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 850,000
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Option (right to buy)   (1) 07/30/2007 Common Stock 30,000 $ 0.001 D  
Director Stock Option (right to buy)   (1) 09/19/2012 Common Stock 10,000 $ 0.45 D  
Director Stock Option (right to buy)   (2) 01/16/2013 Common Stock 10,000 $ 0.45 D  
Director Stock Option (right to buy)   (3) 01/22/2014 Common Stock 10,000 $ 1.9 D  
Director Stock Option (right to buy)   (4) 02/02/2015 Common Stock 10,000 $ 1.9 D  
Director Stock Option (right to buy)   (5) 05/03/2016 Common Stock 10,000 $ 3 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Knowlton Edward W
905 SAN RAMON
VALLEY BLVD., SUITE 110
DANVILLE, CA 94526
  X   X    

Signatures

/s/ Edward Knowlton 11/09/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Immediately.
(2) This option vests and the shares become exercisable according to the following schedule: 1/48 on February 28, 2003 and 1/48 on the last day of each full calendar month thereafter.
(3) This option vests and the shares become exercisable according to the following schedule: 1/48 on February 29, 2004 and 1/48 on the last day of each full calendar month thereafter.
(4) This option vests and the shares become exercisable according to the following schedule: 1/48 on March 31, 2005 and 1/48 on the last day of each full calendar month thereafter.
(5) This option vests and the shares become exercisable according to the following schedule: 1/48 on March 31, 2006 and 1/48 on the last day of each full calendar month thereafter.
 
Remarks:
The Date of Event is based upon the date of effectiveness of the Issuer's Registration Statement on Form S-1 filed in connection with the Issuer's initial public offering, estimated to be on or about November 9, 2006.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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