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^*

CHEN JOHN S

(Last)

(First)

(Middle)

C/O SYBASE INC

5000 HACIENDA DR

(Street)

DUBLIN

92563

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SYBASE INC [ SYBS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2004

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	01/02/2004		M		5,000	A	$6.875	571,608	D
Common Stock	01/02/2004		S		5,000	D	$20.5	566,608	D
Common Stock	01/02/2004		M		17,000	A	$6.875	583,608	D
Common Stock	01/02/2004		S		17,000	D	$20.65	566,608	D
Common Stock	01/02/2004		M		300	A	$6.875	566,908	D
Common Stock	01/02/2004		S		300	D	$20.72	566,608	D
Common Stock	01/02/2004		M		4,600	A	$6.875	571,208	D
Common Stock	01/02/2004		S		4,600	D	$20.7	566,608	D
Common Stock	01/02/2004		M		8,100	A	$6.875	574,708	D
Common Stock	01/02/2004		S		8,100	D	$20.75	566,608	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)	$6.875	01/02/2004		M			5,000	04/05/1999⁽¹⁾	08/04/2007	Common Stock	5,000	$20.5	245,672	D
Stock Option (right to buy)	$6.875	01/02/2004		M			17,000	04/05/1999⁽¹⁾	08/04/2007	Common Stock	17,000	$20.65	228,672	D
Stock Option (right to buy)	$6.875	01/02/2004		M			300	04/05/1999⁽¹⁾	08/04/2007	Common Stock	300	$20.72	228,372	D
Stock Option (right to buy)	$6.875	01/02/2004		M			4,600	04/05/1999⁽¹⁾	08/04/2007	Common Stock	4,600	$20.7	223,772	D
Stock Option (right to buy)	$6.875	01/02/2004		M			8,100	04/05/1999⁽¹⁾	08/04/2007	Common Stock	8,100	$20.75	215,672	D

Explanation of Responses:

1. The option to purchase shares of common stock vests partially on the indicated date, with the balance vesting at a rate of 1/48th of the shares originally granted under such option on each subsequent monthly anniversary.

	By: Julie A. Loosli, Attorney-in-Fact For: John S. Chen	01/06/2004
	** 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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