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^*

GENDREAU R MICHAEL

(Last)

(First)

(Middle)

4350 EXECUTIVE DRIVE SUITE 325

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CYPRESS BIOSCIENCE INC [ CYPB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2007

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	01/12/2007		M		688	A	$3.25	73,494	D
Common Stock	01/12/2007		M		731	A	$2.51	74,225	D
Common Stock	01/12/2007		S		1,419	D	$8.1034	72,806	D
Common Stock	01/12/2007		S		37,000	D	$8.1034	35,806	D
Common Stock	01/16/2007		M		14,066	A	$2.6	49,872	D
Common Stock	01/16/2007		M		25,121	A	$3.25	74,993	D
Common Stock	01/16/2007		M		25,742	A	$3.25	100,735	D
Common Stock	01/16/2007		M		32,495	A	$2.51	133,230	D
Common Stock	01/16/2007		F		33,945	D	$8.35	99,285	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)	$3.25	01/12/2007		M			688	⁽¹⁾	04/29/2012	Common Stock	688	$0	25,742	D
Stock Option (right to buy)	$2.51	01/12/2007		M			731	⁽²⁾	03/27/2013	Common Stock	731	$0	32,495	D
Stock Option (right to buy)	$2.6	01/16/2007		M			14,066	⁽³⁾	02/12/2012	Common Stock	14,066	$0	0	D
Stock Option (right to buy)	$3.25	01/16/2007		M			25,121	⁽⁴⁾	04/29/2012	Common Stock	25,121	$0	0	D
Stock Option (right to buy)	$3.25	01/16/2007		M			25,742	⁽¹⁾	04/29/2012	Common Stock	25,742	$0	0	D
Stock Option (right to buy)	$2.51	01/16/2007		M			32,495	⁽²⁾	03/27/2013	Common Stock	32,495	$0	1,803	D

Explanation of Responses:

1. The shares subject to the option vested daily and ratably over a period of two years beginning April 29, 2004.

2. 25% of the shares subject to the option vested on March 27, 2003 and the remainder vests daily and ratably over four years such that the option shall be fully vested on March 27, 2007.

3. 25% of the shares subject to the option vested on December 1, 2001 and the remainder vested daily and ratably over four years such that the option was fully vested on December 1, 2005.

4. The shares subject to the option vested daily and ratably over a period of four years beginning April 29, 2002.

Remarks:

	/s/ Sabrina Martucci Johnson Attorney-in-Fact	01/17/2007
	** 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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