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^*

CHARPIE RICHARD A

(Last)

(First)

(Middle)

C/O AMPERSAND VENTURES

55 WILLIAM STREET, SUITE 240

(Street)

WELLESLEY

02481

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ARQULE INC [ ARQL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2004

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	01/16/2004		S⁽¹⁾		1,210	D	$5.4321	2,814,022	I	See Footnote⁽⁵⁾
Common Stock	01/16/2004		S⁽²⁾		17.6	D	$5.4321	2,814,004.4	I	See Footnote⁽⁵⁾
Common Stock	01/16/2004		S⁽³⁾		3,110.8	D	$5.4321	2,810,893.6	I	See Footnote⁽⁵⁾
Common Stock	01/16/2004		S⁽⁴⁾		61.6	D	$5.4321	2,810,832	I	See Footnote⁽⁵⁾
Common Stock	01/16/2004		S⁽¹⁾		247.5	D	$5.45	2,810,584.5	I	See Footnote⁽⁵⁾
Common Stock	01/16/2004		S⁽²⁾		3.6	D	$5.45	2,810,580.9	I	See Footnote⁽⁵⁾
Common Stock	01/16/2004		S⁽³⁾		636.3	D	$5.45	2,809,944.6	I	See Footnote⁽⁵⁾
Common Stock	01/16/2004		S⁽⁴⁾		12.6	D	$5.45	2,809,932	I	See Footnote⁽⁵⁾
Common Stock	01/16/2004		S⁽¹⁾		5,598.175	D	$5.5	2,804,333.825	I	See Footnote⁽⁵⁾
Common Stock	01/16/2004		S⁽²⁾		81.428	D	$5.5	2,804,252.397	I	See Footnote⁽⁵⁾
Common Stock	01/16/2004		S⁽³⁾		14,392.399	D	$5.5	2,789,859.998	I	See Footnote⁽⁵⁾
Common Stock	01/16/2004		S⁽⁴⁾		284.998	D	$5.5	2,789,575	I	See Footnote⁽⁵⁾
Common Stock	01/16/2004		S⁽¹⁾		4,977.5	D	$5.53	2,784,597.5	I	See Footnote⁽⁵⁾
Common Stock	01/16/2004		S⁽²⁾		72.4	D	$5.53	2,784,525.1	I	See Footnote⁽⁵⁾
Common Stock	01/16/2004		S⁽³⁾		12,796.7	D	$5.53	2,771,728.4	I	See Footnote⁽⁵⁾
Common Stock	01/16/2004		S⁽⁴⁾		253.4	D	$5.53	2,771,475	I	See Footnote⁽⁵⁾
Common Stock	01/16/2004		S⁽¹⁾		525.8	D	$5.5373	2,770,949.2	I	See Footnote⁽⁵⁾
Common Stock	01/16/2004		S⁽²⁾		7.648	D	$5.5373	2,770,941.552	I	See Footnote⁽⁵⁾
Common Stock	01/16/2004		S⁽³⁾		1,351.784	D	$5.5373	2,769,589.768	I	See Footnote⁽⁵⁾
Common Stock	01/16/2004		S⁽⁴⁾		26.768	D	$5.5373	2,769,563	I	See Footnote⁽⁵⁾
Common Stock	01/16/2004		S⁽¹⁾		4,403.025	D	$5.55	2,765,159.975	I	See Footnote⁽⁵⁾
Common Stock	01/16/2004		S⁽²⁾		64.044	D	$5.55	2,765,095.931	I	See Footnote⁽⁵⁾
Common Stock	01/16/2004		S⁽³⁾		11,319.777	D	$5.55	2,753,776.154	I	See Footnote⁽⁵⁾
Common Stock	01/16/2004		S⁽⁴⁾		224.154	D	$5.55	2,753,552	I	See Footnote⁽⁵⁾
Common Stock	01/16/2004		S⁽¹⁾		1,214.4	D	$5.5514	2,752,337.6	I	See Footnote⁽⁵⁾
Common Stock	01/16/2004		S⁽²⁾		17.664	D	$5.5514	2,752,319.936	I	See Footnote⁽⁵⁾
Common Stock	01/16/2004		S⁽³⁾		3,122.112	D	$5.5514	2,749,197.824	I	See Footnote⁽⁵⁾
Common Stock	01/16/2004		S⁽⁴⁾		61.824	D	$5.5514	2,749,136	I	See Footnote⁽⁵⁾
Common Stock	01/16/2004		S⁽¹⁾		2,118.6	D	$5.56	2,747,017.4	I	See Footnote⁽⁵⁾
Common Stock	01/16/2004		S⁽²⁾		30.816	D	$5.56	2,746,986.584	I	See Footnote⁽⁵⁾

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)

Explanation of Responses:

1. These shares were sold by Ampersand 1995 Limited Partnership.

2. These shares were sold by Ampersand 1995 Companion Fund Limited Partnership.

3. These shares were sold by Ampersand 1999 Limited Partnership.

4. These shares were sold by Ampersand 1999 Companion Fund Limited Partnership.

5. Richard A. Charpie may be attributed with the ownership of 1,922,546.3 shares held by Ampersand 1999 Limited Partnership, 39,282.6 shares held by Ampersand 1999 Companion Fund Limited Partnership, 746,792.5 shares held by Ampersand 1995 Limited Partnership, and 11,810.6 shares held by Ampersand 1995 Companion Fund Limited Partnership. Dr. Charpie is the Principal Managing Member of AMP-99 Management Company Limited Liability Company, which is the General Partner of Ampersand 1999 Limited Partnership and Ampersand 1999 Companion Fund Limited Partnership. Dr. Charpie is the Managing Partner of AMP-95 MCLP LLP, which is the General Partner of AMP-95 Management Company Limited Partnership which is the General Partner of Ampersand 1995 Limited Partnership and Ampersand 1995 Companion Fund Limited Partnership. Dr. Charpie disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein.

Remarks:

This is the first of two Forms 4 being filed to report sales on January 16, 2004. The share balances reported in footnote (5) reflect all of the shares reported on these two Forms.

	Richard A. Charpie	01/20/2004
	** 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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