SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Matsuda Kazuko (Last) (First) (Middle) C/O MEDICINOVA, INC. 4350 LA JOLLA VILLAGE DRIVE, STE. 950 (Street) SAN DIEGO CA 92122 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/01/2011	3. Issuer Name and Ticker or Trading Symbol MEDICINOVA INC [ MNOV ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Medical Officer	5. 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 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	13,805	D

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: 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
Common Stock Warrant (Right to Buy)	03/29/2011	03/29/2016	Common Stock	9,200	3.56	D
Options to Purchase Common Stock (Right to Buy)	(1)	07/08/2016	Common Stock	8,000	11.48	D
Options to Purchase Common Stock (Right to Buy)	(2)	07/06/2019	Common Stock	37,000	4.8	D
Options to Purchase Common Stock (Right to Buy)	(3)	01/28/2020	Common Stock	11,900	7.34	D
Options to Purchase Common Stock (Right to Buy)	(4)	06/13/2020	Common Stock	20,000	5.13	D
Options to Purchase Common Stock (Right to Buy)	(5)	07/12/2021	Common Stock	75,000	2.54	D

Explanation of Responses:

1. The shares subject to the stock option vest and become exercisable over a three (3) year period commencing July 9, 2006, in equal monthly installments.

2. The shares subject to the stock option vest and become exercisable over a four (4) year period commencing July 7, 2009, in equal monthly installments.

3. The shares subject to the stock option vest and become exercisable over a four (4) year period commencing January 29, 2010, in equal monthly installments.

4. The shares subject to the stock option vest and become exercisable over a four (4) year period commencing June 14, 2010, in equal monthly installments.

5. The shares subject to the stock option vest and become exercisable over a four (4) year period commencing July 13, 2011, in equal monthly installments.

	/s/ Kazuko Matsuda	09/27/2011
	** 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 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).
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