SEC FORM 4

SEC Form 4

FORM 4

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WIGGANS THOMAS G

(Last)

(First)

(Middle)

3160 PORTER DRIVE

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CONNETICS CORP [ CNCT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2006

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, Par Value $0.001	12/29/2006		D		123,084	D	$17.5⁽¹⁾	0	D
Common Stock, Par Value $0.001	12/29/2006		D		138,430	D	$17.5⁽²⁾	0	D
Common Stock, Par Value $0.001	12/29/2006		D		12,486	D	$17.5⁽¹⁾	0	I	By Trust
Common Stock, Par Value $0.001	12/29/2006		D		10,490	D	$17.5⁽¹⁾	0	I	By Spouse

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	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Purchase Common Stock	$7.125	12/29/2006		D			96,276⁽³⁾	12/29/2006⁽⁴⁾	01/28/2007	Common Stock	96,276	$10.375	0	D
Option to Purchase Common Stock	$7.5	12/29/2006		D			100,000⁽³⁾	12/29/2006⁽⁵⁾	02/17/2009	Common Stock	100,000	$10	0	D
Option to Purchase Common Stock	$8.75	12/29/2006		D			150,000⁽³⁾	12/29/2006⁽⁶⁾	01/04/2010	Common Stock	150,000	$8.75	0	D
Option to Purchase Common Stock	$4.563	12/29/2006		D			23,000⁽³⁾	12/29/2006⁽⁶⁾	10/12/2010	Common Stock	23,000	$12.937	0	D
Option to Purchase Common Stock	$4.5625	12/29/2006		D			40,500⁽³⁾	12/29/2006⁽⁶⁾	01/02/2011	Common Stock	40,500	$12.9375	0	D
Option to Purchase Common Stock	$11.9	12/29/2006		D			300,000⁽³⁾	12/29/2006⁽⁶⁾	01/01/2012	Common Stock	300,000	$5.6	0	D
Option to Purchase Common Stock	$12.45	12/29/2006		D			225,000⁽³⁾	12/29/2006⁽⁶⁾	01/02/2013	Common Stock	225,000	$5.05	0	D

Explanation of Responses:

1. In connection with the merger agreement between issuer and Stiefel Laboratories, shares of the Issuer's common stock were converted into the right to receive $17.50 per share in cash, without interest.

2. Immediately prior to the effective time of the merger between issuer and Stiefel Laboratories, Inc., all restrictions on these shares of restricted stock were released, and the shares became fully vested and eligible for the merger consideration in an amount equal to $17.50 multiplied by the number of shares of common stock subject to the restrictions, less any required witholding.

3. Immediately prior to the effective time of the merger between issuer and Stiefel Laboratories, the options became fully vested. In exchange for the options, the Issuer paid to the Reporting Person either (a) -0- for each grant of options if the exercise price of the options was equal to or greater than the merger consideration of $17.50, or (b) an amount equal to the excess of the merger consideration ($17.50) over the exercise price multiplied by the number of shares of common stock subject to the option, less any required witholding, if the exercise price of the option was less than the merger consideration of $17.50.

4. The stock options were granted under a Connetics Corporation stock option plan and, but for the merger between Issuer and Stiefel Laboratories, would have been exercisable at the rate of 25% on the vesting commencement date, and 1/16th shall vest on the quarterly anniversary of the vesting commencement date.

5. The stock options were granted under a Connetics Corporation stock option plan and, but for the merger between Issuer and Stiefel Laboratories, would have been exercisable at the rate of 1/8th on the vesting commencement date, and 1/48th thereafter.

6. The stock options were granted under a Connetics Corporation stock option plan and, but for the merger between Issuer and Stiefel Laboratories, would have been exercisable at the rate of 25% on the one year anniversary and 1/48th per month thereafter.

Remarks:

	Thomas G. Wiggans	01/03/2007
	** 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).
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