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^*

MCKINNEY ROBERT A

(Last)

(First)

(Middle)

MCKINNEY, ROBERT A.

4 CATALPA DRIVE

(Street)

DANBURY

06811

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PROGENICS PHARMACEUTICALS INC [ PGNX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President, Finance & Admi

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2004

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, par value $0.0013 per share ("Common Stock")	04/01/2004		A⁽¹⁾		83	A	$6.35	6,167	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 (Right to Buy)	$10	09/01/1998		A		1,733		03/01/2001	08/31/2008	Common Stock	1,733	$1	1,733	I⁽²⁾	Options held by Wife
Stock Option (Right to Buy)	$9.25	10/08/1998		A		4,800		12/31/2003	10/07/2008	Common Stock	4,800	$1	4,800	I⁽²⁾	Options held by Wife
Stock Option (Right to Buy)	$13.625	06/28/2000		A		6,000		⁽³⁾	06/27/2010	Common Stock	6,000	$1	6,000	I⁽²⁾	Options held by Wife
Stock Option (Right to Buy)	$17.19	12/27/2001		A		6,000		⁽⁴⁾	12/26/2011	Common Stock	6,000	$1	6,000	I⁽²⁾	Options held by WIfe
Stock Option (Right to Buy)	$12.29	07/01/2002		A		8,000		⁽⁵⁾	06/30/2012	Common Stock	8,000	$1	8,000	I⁽²⁾	Options held by Wife
Stock Option (Right to Buy)	$15.06	07/01/2003		A		8,000		⁽⁶⁾	06/30/2013	Common Stock	8,000	$1	8,000	I⁽²⁾	Options held by Wife

Explanation of Responses:

1. Transaction Code F, payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3, also applies.

2. The reporting person acquired beneficial ownership of these options upon his recent marriage to the owner of the options.

3. This Option vests in five equal installments commencing on 6/27/01

4. Of the 6,000 shares represented by this Option, 4,800 shares have vested, and the remaining 1,200 shares will vest as of 12/26/04

5. This Option vests in four equal installments commencing on 6/30/03

6. This Option vests in four equal installments commencing on 6/30/04

	Robert A. McKinney	04/05/2004
	** 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).
** 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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