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*
SHEMA SUZANNE M

(Last) (First) (Middle)
C/O ONYX PHARMACEUTICALS, INC.
249 E. GRAND AVE.

(Street)
SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ONYX PHARMACEUTICALS INC [ ONXX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, GC and Corp. Secretary
3. Date of Earliest Transaction (Month/Day/Year)
04/08/2013
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)
Code V Amount (A) or (D) Price
Common Stock 04/08/2013 M 656 A $30.28 35,274 D
Common Stock 04/08/2013 M 1,214 A $32.07 36,488 D
Common Stock 04/08/2013 S 1,870(1)(2) D $89.1927 34,618 D
Common Stock 04/08/2013 M 583 A $37.68 35,201 D
Common Stock 04/08/2013 M 796 A $37.68 35,997 D
Common Stock 04/08/2013 S 1,379(1)(2) D $89.1605 34,618 D
Common Stock 04/08/2013 M 803 A $35.18 35,421 D
Common Stock 04/08/2013 S 803(1)(2) D $89.1603 34,618 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $30.28 04/08/2013 M 656 (3) 03/31/2020 Common Stock 656 $0.00 7,875 D
Stock Option (Right to Buy) $32.07 04/08/2013 M 1,214 (4) 08/31/2019 Common Stock 1,214 $0.00 18,544 D
Stock Option (Right to Buy) $37.68 04/08/2013 M 583 (5) 03/29/2022 Common Stock 583 $0.00 21,000 D
Stock Option (Right to Buy) $37.68 04/08/2013 M 796 (6) 03/29/2022 Common Stock 796 $0.00 28,649 D
Stock Option (Right to Buy) $35.18 04/08/2013 M 803 (7) 03/31/2021 Common Stock 803 $0.00 19,250 D
Explanation of Responses:
1. Shares sold pursuant to a 10b5-1 plan.
2. The shares were sold at prices ranging from $89.0101 to $89.5601. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.
3. 12.5% of the shares subject to the option become exercisable 6 months following the date of grant. The remaining shares become exercisable in equal monthly installments over the following 42 months for a total vesting schedule of 48 months.
4. Twenty-Five percent of the shares subject to the option vest and become exercisable one year from the date of grant and vest and beceome exercisable at a rate of 1/48th per month thereafter.
5. The shares vest monthly from the date of grant at a rate of 1/48th per month over a period of 48 months.
6. 12.5% of the shares subject to the option become exercisable 6 months following the date of grant. The remaining shares become exercisable in equal monthly installments over the following 42 months for a total vesting schedule of 48 months.
7. 12.5% of the shares subject to the option become exercisable 6 months following the date of grant. The remaining shares become exercisable in equal monthly installments over the following 42 months for a total vesting schedule of 48 months.
/s/ Matthew Fust, Attorney-in-fact 04/10/2013
** 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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