FORM 4
[ X ] 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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

FLEMING JONATHAN 		2. Issuer Name and Ticker or Trading Symbol

MEMORY PHARMACEUTICALS CORP [ MEMY ] 		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)

222 BERKELEY STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/1/2009
(Street)

BOSTON, MA 02116
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   1/1/2009     U    3595503   D $.61   0   I   By Oxford Bioscience Partners IV L.P.   (1)
Common Stock   1/1/2009     U    36076   D $.61   0   I   By mRNA Fund II L.P.   (2)
Common Stock   1/1/2009     U    357715   D $.61   0   I   By Oxford Bioscience Partners II L.P.   (3)
Common Stock   1/1/2009     U    100306   D $.61   0   I   By Oxford Bioscience Partners (Adjunct) II L.P.   (4)
Common Stock   1/1/2009     U    352679   D $.61   0   I   By Oxford Bioscience Partners (GS-Adjunct) II L.P.   (5)
Common Stock   1/1/2009     U    1283317   D $.61   0   I   By Oxford Bioscience Partners II (Annex) L.P.   (6)
Common Stock   1/1/2009     U    267844   D $.61   0   I   By Oxford Bioscience Partners (Bermuda) II Limited Partnership   (7)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Stock Option (Right to Buy)   $.41   1/5/2009     D        10000      (8) 6/12/2018   Common Stock   10000   $0   0   D  
 

Explanation of Responses:
( 1)  Securities held of record by Oxford Bioscience Partners IV L.P. ("Oxford"). Jonathan Fleming ("Fleming") is a general partner of the sole general partner of Oxford. Fleming expressly disclaims beneficial ownership of all shares held of record by Oxford, except to the extent of his actual pecuniary interest therein.
( 2)  Securities held of record by mRNA Fund II L.P. ("mRNA II"). Fleming is a general partner of the sole general partner of mRNA II. Fleming expressly disclaims beneficial ownership of all shares held of record by mRNA II, except to the extent of his actual pecuniary interest therein.
( 3)  Securities held of record by Oxford Bioscience Partners II L.P. ("Oxford II"). Fleming is a general partner of the sole general partner of Oxford II. Fleming expressly disclaims beneficial ownership of all shares held of record by Oxford II, except to the extent of his actual pecuniary interest therein.
( 4)  Securities held of record by Oxford Bioscience Partners (Adjunct) II L.P. ("Oxford Adjunct II"). Fleming is a general partner of the sole general partner of Oxford Adjunct II. Fleming expressly disclaims beneficial ownership of all shares held of record by Oxford Adjunct II, except to the extent of his actual pecuniary interest therein.
( 5)  Securities held of record by Oxford Bioscience Partners (GS-Adjunct) II L.P. ("Oxford GS-Adjunct II"). Fleming is a general partner of the sole general partner of Oxford GS-Adjunct II. Fleming expressly disclaims beneficial ownership of all shares held of record by Oxford GS-Adjunct II, except to the extent of his actual pecuniary interest therein.
( 6)  Securities held of record by Oxford Bioscience Partners II (Annex) L.P. ("Oxford II Annex"). Fleming is a general partner of the sole general partner of Oxford II Annex. Fleming expressly disclaims beneficial ownership of all shares held of record by Oxford II Annex, except to the extent of his actual pecuniary interest therein.
( 7)  Securities held of record by Oxford Bioscience Partners (Bermuda) II Limited Partnership ("Oxford Bermuda II"). Fleming is a general partner of the sole general partner of Oxford Bermuda II. Fleming expressly disclaims beneficial ownership of all shares held of record by Oxford Bermuda II, except to the extent of his actual pecuniary interest therein.
( 8)  This option, which provided for vesting in full on the first anniversary of the grant date, was canceled in connection with the Issuer's merger with 900 North Point Acquisition Corporation on January 5, 2009. In exchange, Fleming received a cash payment of $2,000, which represents the difference between the exercise price of the option and the offer price of $0.61 per share multiplied by the number of shares underlying the option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FLEMING JONATHAN
222 BERKELEY STREET
BOSTON, MA 02116 		X



Signatures
/s/ Raymond Charest, as attorney-in-fact for Jonathan J. Fleming 1/5/2009
** 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.
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