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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1. Name and Address of Reporting Person *   KAILIAN VAUGHN M 2. Date of Event Requiring Statement (Month/Day/Year) 10/30/2008 3. Issuer Name and Ticker or Trading Symbol PEPLIN INC [PLIN] (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT, 200 CLARENDON STREET, 54TH FLOOR 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) BOSTON, MA 02116 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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 3,281,190 I See Footnote (1)

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
Common Stock Warrant (Right to Buy)	10/23/2008	10/23/2013	Common Stock	385,885	$ 7.86	I	See Footnote (2)
Common Stock Warrant (Right to Buy) (3)	06/26/2006	10/30/2010	Common Stock	196,852 (4)	$ 13.6	I	See Footnote (5)
Common Stock Warrant (Right to Buy) (3)	11/01/2006	10/30/2010	Common Stock	210,937 (4)	$ 13.6	I	See Footnote (6)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KAILIAN VAUGHN M C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116	Â	  X	Â	Â
GADICKE ANSBERT C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116	Â	  X	Â	Â
EVNIN LUKE C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116	Â	  X	Â	Â
St Peter Steven C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116	Â	  X	Â	Â
Greene William C/O MPM ASSET MANAGEMENT 601 GATEWAY BLVD., SUITE 350 SOUTH SAN FRANCISCO, CA 94080	Â	  X	Â	Â
DOMBKOWSKI ASHLEY L C/O MPM ASSET MANAGEMENT 601 GATEWAY BLVD., SUITE 350 SOUTH SAN FRANCISCO, CA 94080	Â	  X	Â	Â
Vander Vort John C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116	Â	  X	Â	Â
MPM BIOVENTURES III PARALLEL FUND, LP C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116	Â	  X	Â	Â
MPM Asset Management Investors 2004 BVIII LLC C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116	Â	  X	Â	Â
MPM BioVentures Strategic Fund LP C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116	Â	  X	Â	Â

Signatures

/s/ Vaughn M. Kailian		10/30/2008
**Signature of Reporting Person		Date
/s/ Ansbert Gadicke		10/30/2008
**Signature of Reporting Person		Date
/s/ Luke Evnin		10/30/2008
**Signature of Reporting Person		Date
/s/ Steven St. Peter		10/30/2008
**Signature of Reporting Person		Date
/s/ William Greene		10/30/2008
**Signature of Reporting Person		Date
/s/ Ashley Dombkowski		10/30/2008
**Signature of Reporting Person		Date
/s/ John VanderVort		10/30/2008
**Signature of Reporting Person		Date
By Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, LP, the general partner of MPM BioVentures III Parallel Fund, LP /s/ Luke Evnin		10/30/2008
**Signature of Reporting Person		Date
By Luke Evnin, manager of MPM Asset Management Investors 2004 BVIII LLC /s/ Luke Evnin		10/30/2008
**Signature of Reporting Person		Date
By Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, LP, the general partner of MPM BioVentures Strategic Fund, L.P. /s/ Luke Evnin		10/30/2008
**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)	The shares are held as follows: 2,685,521 by MPM BioVentures IV-QP, L.P. ("BV IV QP"), 103,461 by MPM BioVentures IV GmbH & Co. Beteiligungs KG ("BV IV KG"), 76,364 by MPM Asset Management Investors BV4 LLC ("AM BV4") 20,408 by MPM BioVentures III, LP. ("BV III"), 303,505 by MPM BioVentures III-QP, LP ("BV III QP"), 25,649 by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BV III KG"), 9,166 by MPM BioVentures III Parallel Fund, LP ("BV III PF"), 7,215 by MPM Asset Management Investors 2004 BVIII LLC ("AM BV III") and 49,901 by MPM BioVentures Strategic Fund, LP ("BV SF"). MPM BioVentures IV GP LLC and MPM BioVentures IV LLC are the direct and indirect general partners of BV IV QP, BV IV KG and AM BV4. Vaughn M. Kailian, Ansbert Gadicke, Luke Evnin, Steven St. Peter, William Greene, James Paul Scopa, Ashley Dombkowski and John VanderVort are the members of the general partner of BV IV QP, BV IV KG and members of AM BV4. MPM BioVentures III GP, L.P. ("BV III GP") and MPM BioVentures III LLC ("BV III LLC") are the direct and indirect general partners of BV III, BV III QP, BV III PF, BV III KG and BV SF. Luke Evnin and Ansbert Gadicke are members of BV III LLC and AM BV III. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.
(2)	The securities are held as follows: 361,668 by BV IV QP, 13,933 by BV IV KG and 10,284 by AM BV4. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.
(3)	Represent options to purchase CHESS Depository Interests ("CDIs"). CDIs are units of beneficial ownership in shares of common stock held by CHESS Depositary Nominees Pty Limited, a wholly-owned subsidiary of the Australian Stock Exchange. The CDIs are economically equivalent to shares of common stock of the Issuer on a 1-for-20 basis. CDIs are convertible at the option of the holders thereof into shares of common stock of the Issuer on a 1-for-20 basis.
(4)	Represent shares of common stock of the Issuer issuable upon conversion of the CDIs underlying the related warrant, and excludes fractional shares that would result from the conversion of such CDIs into shares of common stock.
(5)	The securities are held as follows: 184,498 by BV IV QP, 7,108 by BV IV KG and 5,246 by AM BV4. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.
(6)	The securities are held as follows: 197,699 by BV IV QP, 7,616 by BV IV KG and 5,622 by AM BV4. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.
  Remarks: See Form 3 for MPM BioVentures IV-QP, L.P. for additional members of this joint filing.

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