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^*

KLAR TOBI B

(Last)

(First)

(Middle)

349 OYSTER POINT BOULEVARD

SUITE 200

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CELLEGY PHARMACEUTICALS INC [ CLGY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2003

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)
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)

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)	$5	11/06/2003		D⁽¹⁾			14,920	⁽²⁾	06/04/2005	Common Stock	14,920	$0	0	D
Stock Option (right to buy)	$5	11/06/2003		A⁽¹⁾		14,920		⁽²⁾	06/04/2005	Common Stock	14,920	$0	14,920	D
Stock Option (right to buy)	$8.5	11/06/2003		D⁽¹⁾			1,000	⁽³⁾	06/10/2006	Common Stock	1,000	$0	0	D
Stock Option (right to buy)	$8.5	11/06/2003		A⁽¹⁾		1,000		⁽³⁾	06/10/2006	Common Stock	1,000	$0	1,000	D
Stock Option (right to buy)	$3.25	11/06/2003		D⁽¹⁾			1,000	⁽⁴⁾	06/04/2007	Common Stock	1,000	$0	0	D
Stock Option (right to buy)	$3.25	11/06/2003		A⁽¹⁾		1,000		⁽⁴⁾	06/04/2007	Common Stock	1,000	$0	1,000	D
Stock Option (right to buy)	$8.813	11/06/2003		D⁽¹⁾			17,000	⁽⁵⁾	12/04/2007	Common Stock	17,000	$0	0	D
Stock Option (right to buy)	$8.813	11/06/2003		A⁽¹⁾		17,000		⁽⁵⁾	12/04/2007	Common Stock	17,000	$0	17,000	D
Stock Option (right to buy)	$5.5	11/06/2003		D⁽¹⁾			8,000	⁽⁶⁾	05/27/2008	Common Stock	8,000	$0	0	D
Stock Option (right to buy)	$5.5	11/06/2003		A⁽¹⁾		8,000		⁽⁶⁾	05/27/2008	Common Stock	8,000	$0	8,000	D
Stock Option (right to buy)	$5	11/06/2003		D⁽¹⁾			8,000	⁽⁷⁾	05/19/2009	Common Stock	8,000	$0	0	D
Stock Option (right to buy)	$5	11/06/2003		A⁽¹⁾		8,000		⁽⁷⁾	05/19/2009	Common Stock	8,000	$0	8,000	D
Stock Option (right to buy)	$6.5	11/06/2003		D⁽¹⁾			8,000	⁽⁹⁾	05/30/2011	Common Stock	8,000	$0	0	D
Stock Option (right to buy)	$6.5	11/06/2003		A⁽¹⁾		8,000		⁽⁹⁾	05/30/2011	Common Stock	8,000	$0	8,000	D
Stock Option (right to buy)	$2.56	11/06/2003		D⁽¹⁾			8,000	⁽¹⁰⁾	06/04/2012	Common Stock	8,000	$0	0	D
Stock Option (right to buy)	$2.56	11/06/2003		A⁽¹⁾		8,000		⁽¹⁰⁾	06/04/2012	Common Stock	8,000	$0	8,000	D
Stock Option (right to buy)	$1.8	11/06/2003		D⁽¹⁾			6,944	⁽¹¹⁾	07/22/2012	Common Stock	6,944	$0	0	D
Stock Option (right to buy)	$1.8	11/06/2003		A⁽¹⁾		6,944		⁽¹¹⁾	07/22/2012	Common Stock	6,944	$0	6,944	D
Stock Option (right to buy)	$5	11/06/2003		D⁽¹²⁾			12,000	⁽¹²⁾	06/03/2013	Common Stock	12,000	$0	0	D
Stock Option (right to buy)	$5	11/06/2003		A⁽¹²⁾		12,000		⁽¹²⁾	06/03/2013	Common Stock	12,000	$0	12,000	D
Stock Option (right to buy)	$4.81	11/06/2003		D⁽¹⁾			8,000	⁽⁸⁾	05/30/2010	Common Stock	8,000	$0	0	D
Stock Option (right to buy)	$4.81	11/06/2003		A⁽¹⁾		8,000		⁽⁸⁾	05/30/2010	Common Stock	8,000	$0	8,000	D

Explanation of Responses:

1. Amendment of outstanding option that may be deemed for Section 16 purposes as a cancellation of option and grant of replacement option. The amendment provides that if the director ceases, for certain reasons, to be a member of the Board of Directors prior to November 7, 2004, (A) the option will fully vest and (B) the director will be able to exercise the option until the sooner of (i) the expiration of the ten year term of the option and (ii) five years after the director ceases to be a member of the Board of Directors.

2. The option was originally granted on June 5, 1995 and provides for vesting in four equal annual installments commencing on June 5, 1996.

3. The option was originally granted on June 11, 1996 and provides for vesting in four equal annual installments commencing on June 11, 1997.

4. The option was originally granted on June 5, 1997 and provides for vesting in four equal annual installments commencing on June 5, 1998.

5. The option was originally granted on December 5, 1997 and provides for vesting in three equal annual installments commencing on December 5, 1998.

6. The option was originally granted on May 28, 1998 and provides for vesting in three equal annual installments commencing on May 28, 1999.

7. The option was originally granted on May 20, 1999 and provides for vesting in three equal annual installments commencing on May 20, 2000.

8. The option was originally granted on May 31, 2000 and provides for vesting in three equal annual installments commencing on May 31, 2001.

9. The option was originally granted on May 31, 2001 and provides for vesting in three equal annual installments commencing on May 31, 2002.

10. The option was originally granted on June 5, 2002 and provides for vesting in three equal annual installments commencing on June 5, 2003.

11. The option was originally granted on July 23, 2002 and provides that 1/4th of the remaining shares immediately and 1/12th of the shares will vest monthly thereafter beginning on August 1, 2002. In December 2002, 1736 of the option shares were cancelled with monthly vesting ending on March 1, 2003.

12. Amendment of outstanding option that may be deemed for Section 16 purposes as a cancellation of option and grant of replacement option. The option was originally granted on June 4, 2003 and provides for vesting in three equal annual installments commencing on June 4, 2004. The amendment provides that if the director ceases, for certain reasons, to be a member of the Board of Directors prior to November 7, 2004, (A) the option will vest as to unvested shares at a rate of 1/36th of the shares each month and (B) the director will be able to exercise the option until the sooner of (i) the expiration of the ten year term of the option and (ii) five years after the director ceases to be a member of the Board of Directors.

	/s/ Tobi Klar	11/10/2003
	** 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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