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^*

MORTON DEAN O

(Last)

(First)

(Middle)

C/O PHARSIGHT CORPORATION

321 E. EVELYN AVENUE, 3RD FLOOR

(Street)

MOUNTAIN VIEW

94041

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PHARSIGHT CORP [ PHST ]

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)
10/31/2008

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	10/31/2008		D		694	D	⁽¹⁾	0	D
Common Stock	10/31/2008		D		16,666	D	⁽¹⁾	0	I	By MDLC and Morton Trust⁽²⁾

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)	$19.5⁽³⁾	10/31/2008		D			3,333⁽³⁾	⁽⁴⁾	04/10/2010	Common Stock	3,333	$0	0	D
Stock Option (right to buy)	$5.85⁽³⁾	10/31/2008		D			3,333⁽³⁾	⁽⁴⁾	08/22/2011	Common Stock	3,333	$0	0	D
Stock Option (right to buy)	$2.64⁽³⁾	10/31/2008		D			3,333⁽³⁾	⁽⁴⁾	09/07/2012	Common Stock	3,333	$2.86	0	D
Stock Option (right to buy)	$0.18⁽³⁾	10/31/2008		D			33,333⁽³⁾	⁽⁴⁾	04/24/2013	Common Stock	33,333	$5.32	0	D
Stock Option (right to buy)	$3.03⁽³⁾	10/31/2008		D			3,333⁽³⁾	⁽⁴⁾	08/13/2014	Common Stock	3,333	$2.47	0	D
Stock Option (right to buy)	$6⁽³⁾	10/31/2008		D			3,333⁽³⁾	⁽⁴⁾	08/11/2015	Common Stock	3,333	$0	0	D
Stock Option (right to buy)	$3.9⁽³⁾	10/31/2008		D			3,333⁽³⁾	⁽⁴⁾	08/11/2016	Common Stock	3,333	$1.6	0	D
Stock Option (right to buy)	$5.55⁽³⁾	10/31/2008		D			3,333⁽³⁾	⁽⁴⁾	08/09/2017	Common Stock	3,333	$0	0	D
Stock Option (right to buy)	$4.49	10/31/2008		D			3,500	⁽⁴⁾	08/28/2018	Common Stock	3,500	$1.01	0	D

Explanation of Responses:

1. Disposed pursuant to the terms of the Agreement and Plan of Merger by and among Tripos (DE), Inc., the Issuer and Pearson Merger Corporation dated as of September 8, 2008, by which the Issuer?s stockholders have the right to receive merger consideration of $5.50 per share.

2. 16,666 shares, of which (i) 3,333 shares held by MDLC Partners, a California Partnership and (ii) 13,333 shares held by the Dean and LaVon Morton Trust. The Reporting Person is a general partner of MDLC Partners, L.P., and disclaims beneficial ownership of these shares except to the extent of his proportionate partnership interest therein.

3. Adjusted to reflect the Issuer?s one-for-three reverse stock split that occurred on November 14, 2007.

4. This option was cancelled pursuant to the terms of the Agreement and Plan of Merger by and among Tripos (DE), Inc., the Issuer and Pearson Merger Corporation dated as of September 8, 2008, by which the Reporting Person has the right to receive a cash payment per share representing the difference, if any, between the option?s exercise price per share and the merger consideration per underlying share of common stock ($5.50 per share).

	Quynh Trinh, Attorney-in-fact for Dean O. Morton	10/31/2008
	** 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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