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*
STOTE ROBERT M
(Last) (First) (Middle)
6210 PASADENA POINT BLVD
(Street)
GULFPORT FL 33707
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BENTLEY PHARMACEUTICALS INC [ BNT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. VP, Chief Science Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/25/2003
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, $.02 par value 08/25/2003 M 10,000 A $5.88 71,500 D
Common stock, $.02 par value 08/25/2003 M 10,000 A $6 81,500 D
Common stock, $.02 par value 6,027 I Company-sponsored 401(k) Plan
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
Right to purchase $5.88 08/25/2003 M 10,000 01/03/2001(1) 01/03/2010 Common stock, $.02 par value 10,000 $0 0 D
Right to purchase $6 08/25/2003 M 10,000 05/09/2002(2) 05/09/2011 Common stock, $.02 par value 10,000 $0 0 D
Class B Redeemable Warrants (3) 08/16/1999 12/31/2003 Common stock, $.02 par value 5,000 10,000 D
Right to purchase (4) (4) 04/19/2006 Common stock, $.02 par value 500,000 500,000 D
Right to purchase $9.79 (5) 01/03/2012 Common stock, $.02 par value 30,000 30,000 D
Right to purchase $8.93 (6) 02/27/2012 Common stock, $.02 par value 7,500 7,500 D
Right to purchase $8.05 (7) 01/01/2013 Common stock, $.02 par value 15,000 15,000 D
Right to purchase $10.04 (8) 05/21/2013 Common stock, $.02 par value 15,000 15,000 D
Explanation of Responses:
1. Options were granted under terms of the Company's 1991 Stock Option Plan. Grant became exercisable on 1/3/2001.
2. Options were granted under terms of the Company's 2001 Employee Stock Option Plan. Grant became exercisable on 5/9/2002.
3. The reported securities were included within 10 Units purchased by the reporting person for $1,000 per Unit. Each Unit consisted of $1,000 principal amount 12% convertible senior subordinated debenture due February 13, 2006 and 1,000 Class A Redeemable Warrants each to purchase one share of Common Stock and one Class B Redeemable Warrant. Two Class B Redeemable Warrants are exercisable for one share of Common Stock at an exercise price of $5.00. The Units were separated on May 28, 1996 and the respective securities trade separately. The expiration date of the Class B Warrants has been extended to December 31, 2003.
4. Options to purchase 500,000 shares of Common Stock were granted pursuant to terms approved by the Company's shareholders at the Annual Meeting of Shareholders on June 14, 1996. These options became exercisable in three equal installments on 6/12/96, 12/10/99, and 1/6/00 at exercise prices of $2.89, $3.68, and $4.73, respectively.
5. Options were granted under terms of the Company's 2001 Employee Stock Option Plan. Grant becomes exercisable in two equal installments on 1/3/2003 and 1/3/2004.
6. Options were granted under terms of the Company's 2001 Employee Stock Option Plan. Grant becomes exercisable in two equal installments on 2/27/2003 and 2/27/2004.
7. Options were granted under terms of the Company's 2001 Employee Stock Option Plan. Grant becomes exercisable in two equal installments on 1/1/2004 and 1/1/2005.
8. Options were granted under terms of the Company's 2001 Employee Stock Option Plan. Grant becomes exercisable in two equal installments on 5/21/2004 and 5/21/2005.
Robert M. Stote 08/26/2003
** 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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