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^*

ERWIN ROBERT L

(Last)

(First)

(Middle)

LARGE SCALE BIOLOGY CORP

3333 VACA VALLEY PARKWAY

(Street)

VACAVILLE

95688

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LARGE SCALE BIOLOGY CORP [ LSBC ]

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)
08/02/2004

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	08/02/2004		S		2,371⁽¹⁾	D	$0.97	520,804	I⁽⁶⁾	by Trust
Common Stock								140,042	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)
Non-Qualified Stock Option (right to buy)	$1.23							⁽²⁾	06/12/2012	Common Stock	125,000		125,000	D
Non-Qualified Stock Option (right to buy)	$1.48							⁽³⁾	05/25/2014	Common Stock	6,000		6,000	D
Non-Qualified Stock Option (right to buy)	$6.19							⁽⁴⁾	03/08/2011	Common Stock	75,000		75,000	D
Non-Qualified Stock Option (right to buy)	$7.5							⁽⁵⁾	12/30/2009	Common Stock	150,000		150,000	D

Explanation of Responses:

1. Disposition of shares has been made pursuant to Reporting Person's Rule 10b5-1 Trading Plan adopted 5/28/04.

2. Options vest and become exercisable in equal quarterly installments of 8.33% over 12 quarters, measured from the grant date of 6/3/02.

3. Options are immediately exercisable, but vest in four quarterly installments over one year measured from the grant date. Any unvested shares purchased under the option are subject to repurchase by LSBC at the exercise price paid by Reporting Person upon cessation of his service on the Board of Directors prior to vesting in those shares.

4. Options vest and become exercisable in equal quarterly installments of 6.25% over 16 quarters, measured from the grant date of 3/9/01.

5. Options are fully vested and immediately exercisable.

6. Shares are held by the Erwin and Nelson Living Trust of which Reporting Person is trustee.

	Robert L. Erwin by Michael D. Centron, Attorney-in-fact	08/04/2004
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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