Sec Form 4 Filing - STEINMETZ MICHAEL @ ACORDA THERAPEUTICS INC - 2006-02-15

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 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 STEINMETZ MICHAEL 2. Issuer Name and Ticker or Trading Symbol ACORDA THERAPEUTICS INC [ ACOR] 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) C/O MPM ASSET MANAGEMENT, 200 CLARENDON STREET, 54TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2006 (Street) BOSTON, MA02116 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/15/2006 C 125,161 A 125,161 ( 1 ) I See Footnote ( 2 ) Common 02/15/2006 C 381,965 A 507,126 ( 1 ) I See Footnote ( 3 ) Common 02/15/2006 C 6,518 A 513,644 ( 1 ) I See Footnote ( 4 ) Common 02/15/2006 C 145,330 A 658,974 ( 1 ) I See Footnote ( 5 ) Common 02/15/2006 C 981,159 A 1,640,133 ( 1 ) I See Footnote ( 6 ) Common 02/15/2006 P 166,667 A $ 6 1,806,800 I See Footnote ( 7 )

3. Transaction Date (MM/DD/YY) 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 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Series E-1 Convertible Preferred Stock ( 1 ) 02/15/2006 C 162,710 ( 1 ) ( 1 ) Common Stock 125,161 ( 1 ) $ 0 0 I See Footnote ( 2 ) Series E-2 Convertible Preferred Stock ( 1 ) 02/15/2006 C 496,556 ( 1 ) ( 1 ) Common Stock 381,965 ( 1 ) $ 0 0 I See Footnote ( 3 ) Series H Convertible Preferred Stock ( 1 ) 02/15/2006 C 8,476 ( 1 ) ( 1 ) Common Stock 6,518 ( 1 ) $ 0 0 I See Footnote ( 4 ) Series I Convertible Preferred Stock ( 1 ) 02/15/2006 C 188,930 ( 1 ) ( 1 ) Common Stock 145,330 ( 1 ) $ 0 0 I See Footnote ( 5 ) Series J Convertible Preferred Stock ( 1 ) 02/15/2006 C 1,275,508 ( 1 ) ( 1 ) Common Stock 981,159 ( 1 ) $ 0 0 I See Footnote ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STEINMETZ MICHAEL C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA02116 X Signatures s/ Michelle Meyers, by power of attorney 02/17/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )All of the outstanding shares of the Issuer's Series E-1, E-2, H, I and J Convertible Preferred Stock automatically converted to Common Stock of the Issuer upon the closing of the Issuer's initial public offering and had no expiration date. ( 2 )These shares are held as follows: 114,686 shares by BB BioVentures, L.P. ("BBBV"), 1,439 shares by MPM Asset Management Investors 1998 LLC ("AM 1998") and 9,036 shares by MPM BioVentures Parallel Fund, L.P. ("BV PF"). MPM BioVentures I, L.P. ("BV I") and MPM BioVentures I LLC ("BV I LLC") are the direct and indirect general partners of BV PF. BAB BioVentures L.P. ("BAB BV"), BAB BioVentures, N.V. ("BAB NV") and BV I LLC are the direct and indirect general partners of BBBV. The Reporting Person is a manager of AM 1998 and BV I LLC. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein. ( 3 )These shares are held as follows: 349,996 shares by BBBV, 4,392 shares by AM 1998 and 27,577 shares by BV PF. BV I and BV I LLC are the direct and indirect general partners of BV PF. BAB BV, BAB NV and BV I LLC are the direct and indirect general partners of BBBV. The Reporting Person is a manager of AM 1998 and BV I LLC. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein. ( 4 )These shares are held as follows: 5,674 shares by BBBV, 74 shares by AM 1998 and 770 shares by BV PF. BV I and BV I LLC are the direct and indirect general partners of BV PF. BAB BV, BAB NV and BV I LLC are the direct and indirect general partners of BBBV. The Reporting Person is a manager of AM 1998 and BV I LLC. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein. ( 5 )These shares are held as follows: 124,840 shares by BBBV, 1,670 shares by AM 1998 and 18,820 shares by BV PF. BV I and BV I LLC are the direct and indirect general partners of BV PF. BAB BV, BAB NV and BV I LLC are the direct and indirect general partners of BBBV. The Reporting Person is a manager of AM 1998 and BV I LLC. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein. ( 6 )These shares are held as follows: 870,999 shares by BBBV, 11,283 shares by AM 1998 and 98,877 shares by BV PF. BV I and BV I LLC are the direct and indirect general partners of BV PF. BAB BV, BAB NV and BV I LLC are the direct and indirect general partne rs of BBBV. The Reporting Person is a manager of AM 1998 and BV I LLC. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein. ( 7 )These shares are held as follows: 143,167 shares by BBBV, 1,917 shares by AM 1998 and 21,583 shares by BV PF. BV I and BV I LLC are the direct and indirect general partners of BV PF. BAB BV, BAB NV and BV I LLC are the direct and indirect general partners of BBBV. The Reporting Person is a manager of AM 1998 and BV I LLC. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interests therein.

Remarks: Exhibit List - Exhibit 24: Power of Attorney

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).

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