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^*

VUTURO GEORGE J

(Last)

(First)

(Middle)

2579 MIDPOINT DRIVE

(Street)

FORT COLLINS

80525

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ATRIX LABORATORIES INC [ ATRX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2004

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	11/19/2004		D		26,813	D	⁽¹⁾	0	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)
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)
Stock Option	$26.14	11/19/2004		D			700	⁽²⁾	11/01/2011	Common Stock	700	⁽²⁾	0	D
Stock Option	$25.34	11/19/2004		D			8,000	⁽³⁾	11/05/2011	Common Stock	8,000	⁽³⁾	0	D
Stock Option	$25.34	11/19/2004		D			15,000	⁽⁴⁾	11/05/2011	Common Stock	15,000	⁽⁴⁾	0	D
Stock Option	$22.99	11/19/2004		D			700	⁽⁵⁾	02/01/2012	Common Stock	700	⁽⁵⁾	0	D
Stock Option	$23.19	11/19/2004		D			4,700	⁽⁶⁾	05/01/2012	Common Stock	4,700	⁽⁶⁾	0	D
Stock Option	$16.46	11/19/2004		D			700	⁽⁷⁾	08/01/2012	Common Stock	700	⁽⁷⁾	0	D
Stock Option	$16.52	11/19/2004		D			700	⁽⁸⁾	11/18/2012	Common Stock	700	⁽⁸⁾	0	D
Stock Option	$10.53	11/19/2004		D			700	⁽⁹⁾	02/07/2013	Common Stock	700	⁽⁹⁾	0	D
Stock Option	$16.47	11/19/2004		D			12,000	⁽¹⁰⁾	04/28/2013	Common Stock	12,000	⁽¹⁰⁾	0	D
Stock Option	$31.34	11/19/2004		D			15,000	⁽¹¹⁾	05/03/2014	Common Stock	15,000	⁽¹¹⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to merger agreement between issuer and QLT Inc. for 26,813 shares of QLT common stock having a market value of $15.42 per share as reported on NASDAQ on the effective date of the merger, and $391,737.93 in cash.

2. This option, which provided for vesting in three equal annual installments beginning on November 1, 2002, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 1,332 shares of QLT Inc. common stock for $13.73 per share.

3. This option, which provided for vesting in three equal annual installments beginning on November 5. 2002, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 15,232 shares of QLT Inc. common stock for $13.31 per share.

4. This option, which provided for vesting in three equal annual installments beginning on November 5, 2002, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 28,561 shares of QLT Inc. common stock for $13.31 per share.

5. This option, which provided for vesting in three equal annual installments beginning on February 1, 2003, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 1,332 shares of QLT Inc. common stock for $12.08 per share.

6. This option, which provided for vesting in three equal annual installments beginning on May 1, 2003, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 8,949 shares of QLT Inc. common stock for $12.18 per share.

7. This option, which provided for vesting in three equal annual installments beginning on August 1, 2003, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 1,332 shares of QLT Inc. common stock for $8.65 per share.

8. This option, which provided for vesting in three equal annual installments beginning on November 18, 2003, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 1,332 shares of QLT Inc. common stock for $5.54 per share.

9. This option, which provided for vesting in three equal annual installments beginning on February 7, 2004, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 1,332 shares of QLT Inc. common stock for $8.68 per share.

10. This option, which provided for vesting in three equal annual installments beginning on February 28, 2004 was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 22,848 shares of QLT Inc. common stock for $8.65per share.

11. This option, which provided for vesting in three equal annual installments beginning on May 3, 2005 was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 28,561 shares of QLT Inc. common stock for $16.46 per share.

	Sarah Watson, Attorney-in-Fact for George J. Vuturo	11/23/2004
	** 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).
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