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*
DRAKEMAN DONALD L
(Last) (First) (Middle)
MEDAREX, INC.
707 STATE ROAD
(Street)
PRINCETON NJ 08540
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MEDAREX INC [ MEDX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & Chief Executive
3. Date of Earliest Transaction (Month/Day/Year)
08/30/2004
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)
Code V Amount (A) or (D) Price
Common Stock, $.01 par value per share 08/30/2004 J(11) 26,580 A $0 199,503 D
Common Stock, $.01 par value per share 30,000 I by Spouse
Common Stock, $.01 par value per share 43,072 I by Children
Common Stock, $.01 par value per share 19,342 I by GRAT(1)
Common Stock, $.01 par value per share 73,420 I by GRAT(2)
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 Options (Right to Buy) $2.3125 06/06/1995 A 100,000 06/06/1996 06/05/2005 Common Stock 100,000 $0 100,000 D
Stock Options (Right to Buy) $3.22 04/24/1996 A 40,000 08/24/1996 04/23/2006 Common Stock 40,000 $0 40,000 D
Stock Options (Right to Buy) $3.43 11/01/1999 A 224,000 05/01/1999 10/31/2009 Common Stock 224,000 $0 224,000 D
Stock Options (Right to Buy) $45.2 10/13/2000 A 43,788 04/13/2001 10/12/2010 Common Stock 43,788 $0 43,788 D
Stock Options (Right to Buy) $45.2 10/13/2000 A 2,212 10/13/2001 10/12/2010 Common Stock 2,212 $0 2,212 D
Stock Options (Right to Buy) $27.81 01/09/2001 A 116,405 07/09/2001 01/08/2011 Common Stock 116,405 $0 116,405 D
Stock Options (Right to Buy) $27.81 01/09/2001 A 3,595 01/09/2002 01/08/2011 Common Stock 3,595 $0 3,595 D
Stock Options (Right to Buy) $12.9 09/19/2001 A 400,000 09/19/2002(3) 09/18/2011 Common Stock 400,000 $0 400,000 D
Stock Options (Right to Buy) $6.37 07/11/2002 A 300,000 07/11/2003(4) 07/10/2012 Common Stock 300,000 $0 300,000 D
Stock Options (Right to Buy) $2.8 03/06/2003 A 107,000 03/06/2004(5) 03/05/2013 Common Stock 107,000 $0 107,000 D
Stock Options (Right to Buy) $5.59 07/24/2003 A 14,000 01/24/2004 07/23/2013 Common Stock 14,000 $0 14,000 D
Stock Options (Right to Buy) $7.155 10/14/2003 A 500,000 10/14/2004(8) 10/13/2013 Common Stock 500,000 $0 500,000 D
Stock Options (Right to Buy) $0 08/08/1988(9) 08/08/1988(9) Common Stock 0 278,000 I by Spouse(7)
Stock Options (Right to Buy) $5.61 07/26/2004 A 350,000 07/26/2005(10) 07/25/2014 Common Stock 350,000 $0 350,000 D
Phantom Stock Units(6) $0(6) 05/05/2002(6) 02/05/2007(6) Common Stock 0(6) 130,354(6) D
Stock Options (Right to Buy) $2.125 08/18/2004 M 100,000 08/22/1995 08/21/2004 Common Stock 100,000 $0 0 D
Explanation of Responses:
1. These shares were previously reported as directly beneficially owned, but were contributed to a grantor retained annunity trust on December 30, 2002.
2. These shares were previously reported as directly beneficially owned, but were contributed to a grantor retained annuity trust on August 28, 2003.
3. Options representing 100,000 shares vested on September 19,2002. The remainig options vest in 36 equal monthly installments beginning on October 19,2002.
4. Options representing 75,000 shares vested on July 11, 2003. The remaining options vest in 36 equal monthly installments beginning on August 11, 2003.
5. Options representing 26,750 shares vested on March 6, 2004. The remaining options vest in 36 equal monthly installments beginning on April 6, 2004.
6. Represents phantom stock units convertible into shares of the Company's common stock on a 1-for-1 basis. The phantom stock units were acquired under the Company's Executive Deferred Compensation Plan in connection with the exercise of certain stock options which were scheduled to expire on June 15, 1999. The phantom stock units are settled 100% in shares of the Company's common stock in equal quarterly installments. The first installment was made on May 5, 2002.
7. In addition to the options set forth above, Mr. Drakeman may be deemed to be the indirect beneficial owner of options covering an aggregate of 278,000 shares of Company common stock, which are owned by his wife. Mr. Drakeman disclaims beneficial ownership of all such securities.
8. Options representing 125,000 shares vest on October 14, 2004. The remaining options vest in 36 equal monthly installments beginning November 14, 2004.
9. In the Section 16 Electronic Reporting Frequently Asked Questions released by the SEC on May 1, 2003, the SEC has designated "08/08/1988" as a "dummy date" until the electronic system is modified. 08/08/1988 is not a transaction date related to these securities.
10. Options representing 87,500 shares vest on July 26, 2005. The remaining options vest in 36 equal monthly installments beginning August 26, 2005.
11. These shares were previously reported as indirectly beneficially owned under a grantor retained annuity trust established on August 28, 2003. Pursuant to the terms of the trust, these shares were distributed to the reporting person on August 30, 2004 and upon such distribution, the nature of such reporting person's beneficial ownership changed from indirect to direct.
Donald L. Drakeman 08/31/2004
** 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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