SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Wee Wendy

(Last)

(First)

(Middle)

3165 PORTER DRIVE

(Street)

PALO ALTO

94304-1213

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/22/2010

3. Issuer Name and Ticker or Trading Symbol
TELIK INC [ TELK ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	22,273	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Incentive Stock Option (right to buy)	⁽¹⁾	10/01/2012	Common Stock	31,152	$12.84	D
Incentive Stock Option (right to buy)	⁽²⁾	08/24/2015	Common Stock	4,167	$14.73	D
Incentive Stock Option (right to buy)	⁽³⁾	12/10/2014	Common Stock	4,502	$18.86	D
Incentive Stock Option (right to buy)	⁽⁴⁾	01/22/2014	Common Stock	4,769	$24.13	D
Non-Qualified Stock Option (right to buy)	⁽⁵⁾	11/18/2019	Common Stock	200,000	$0.79	D
Non-Qualified Stock Option (right to buy)	⁽⁶⁾	03/03/2018	Common Stock	60,000	$2.19	D
Non-Qualified Stock Option (right to buy)	⁽⁷⁾	02/27/2017	Common Stock	100,000	$5.8	D
Non-Qualified Stock Option (right to buy)	⁽¹⁾	10/01/2012	Common Stock	18,848	$12.84	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	08/24/2015	Common Stock	20,833	$14.73	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	12/10/2014	Common Stock	35,498	$18.86	D
Non-Qualified Stock Option (right to buy)	⁽⁸⁾	03/10/2016	Common Stock	15,000	$20.3	D
Non-Qualified Stock Option (right to buy)	⁽⁴⁾	01/22/2014	Common Stock	25,231	$24.13	D

Explanation of Responses:

1. The incentive stock option and matching non-qualified stock option together totaling 50,000 shares were granted on 10/1/2002, and vested at 25% at the end of first year from the date of grant and continued to vest in equal monthly installments over the following 36 months thereafter.

2. The incentive stock option and matching non-qualified stock option together totaling 25,000 shares were granted on 8/24/2005, and vested at 50% at the end of second year from the date of grant and continued to vest in equal monthly installments over the following 24 months thereafter.

3. The incentive stock option and matching non-qualified stock option together totaling 40,000 shares were granted on 12/10/2004, and vested at 50% at the end of second year from the date of grant and continued to vest in equal monthly installments over the following 24 months thereafter.

4. The incentive stock option and matching non-qualified stock option together totaling 30,000 shares were granted on 1/22/2004, and vested at 50% at the end of second year from the date of grant and continued to vest in equal monthly installments over the following 24 months thereafter.

5. Shares subject to the option vest over two years : 50% of the shares vest one year following the vesting commencement date of November 18, 2009, and 1/24th of the shares vest monthly thereafter.

6. Shares subject to the option vest over four years : 25% of the shares vest one year following the vesting commencement date of March 3, 2008, and 1/48th of the shares vest monthly thereafter.

7. Options were granted on 2/27/2007 and vested in equal monthly installments over the following 24 months.

8. Options were granted on 3/10/2006, and vested at 50% at the end of second year from the date of grant and continued to vest in equal monthly installments over the following 24 months thereafter.

	Wendy K. Wee	12/28/2010
	** 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 5 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.