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^*

EDELMAN JOSEPH

(Last)

(First)

(Middle)

C/O FIRST NEW YORK SECURITIES

850 THIRD AVENUE, 8TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CYPRESS BIOSCIENCE INC [ CYPB ]

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)
05/01/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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, $0.02 par value	05/01/2003⁽¹⁾		S		50,000	D	$2.8314	1,244,763⁽²⁾	I	Master Fund⁽¹⁾
Common Stock, $0.02 par value	05/12/2003⁽¹⁾		S		20,000	D	$3.2	1,207,563⁽²⁾	I	Master Fund⁽¹⁾
Common Stock, $0.02 par value	07/09/2003⁽¹⁾		S		10,300	D	$4.7042	1,187,363⁽¹⁾⁽³⁾	I	Master Fund⁽¹⁾
Common Stock, $0.02 par value	07/09/2003⁽¹⁾		S		20,000	D	$4.7095	1,167,363⁽¹⁾⁽³⁾	I	Master Fund⁽¹⁾
Common Stock, $0.02 par value	07/10/2003⁽¹⁾		S		12,200	D	$4.5556	1,155,163⁽¹⁾⁽³⁾	I	Master Fund⁽¹⁾
Common Stock, $0.02 par value	07/11/2003⁽¹⁾		S		100	D	$4.52	1,155,063⁽¹⁾⁽³⁾	I	Master Fund⁽¹⁾
Common Stock, $0.02 par value	07/14/2003⁽¹⁾		S		24,500	D	$4.421	1,130,563⁽¹⁾⁽³⁾	I	Master Fund⁽¹⁾
Common Stock, $0.02 par value	07/15/2003⁽¹⁾		S		5,300	D	$4.3211	1,125,263⁽¹⁾⁽³⁾	I	Master Fund⁽¹⁾
Common Stock, $0.02 par value	07/15/2003⁽¹⁾		S		6,000	D	$4.3827	1,119,263⁽¹⁾⁽³⁾	I	Master Fund⁽¹⁾
Common Stock, $0.02 par value	07/16/2003⁽¹⁾		S		30,000	D	$4.461	1,089,263⁽¹⁾⁽³⁾	I	Master Fund⁽¹⁾
Common Stock, $0.02 par value	07/16/2003⁽¹⁾		S		100,000	D	$4.4	989,263⁽¹⁾⁽³⁾	I	Master Fund⁽¹⁾

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)

1. Name and Address of Reporting Person^*

EDELMAN JOSEPH

(Last)

(First)

(Middle)

C/O FIRST NEW YORK SECURITIES

850 THIRD AVENUE, 8TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

PERCEPTIVE LIFE SCIENCES MASTER FUND LTD

(Last)

(First)

(Middle)

5437 CONNECTICUT AVE NW STE 100

(Street)

WASHINGTON

20015

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		(See Footnote 1)

1. Name and Address of Reporting Person^*

PERCEPTIVE ADVISORS LLC

(Last)

(First)

(Middle)

PERCEPTIVE CAPITAL

5437 CONNECTICUT AVENUE NW STE 100

(Street)

WASHINGTON

20015

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. This transaction was effected through Perceptive Life Sciences Master Fund ("Master Fund"). Master Fund and its investment advisor, Perceptive Advisors LLC ("Advisors"), are jointly filing this statement with Mr. Edelman, the managing member of Advisors, as described on the Joint Filer Information Statement attached as an exhibit hereto. In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by Master Fund is reported herein. Mr. Edelman and Advisors each disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, beneficial ownership of any such securities, except to the extent of its indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Edelman or Advisors is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

2. By virtue of these transactions, the amount reflected in column 5 of line 1 to Table I of the Form 4 filed by the Reporting Persons on 5/06/2003, should have read 1,237,563 and column 5 of line 2 to Table I should have read 1,197,563. Likewise, column 5 of line 2 to Table 1 of the Form 4 filed by the Reporting Persons on 5/28/2003 should have read 1,217,663. The aforementioned Form 4's are hereby amended in such manner.

3. An additional 2,900 shares are held in an account of First New York Trading, LLC ("FNYT") of which Mr. Edelman has sole voting and dispositive power. In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held in the FNYT account is reported herein. Mr. Edelman disclaims Section 16 beneficial ownership over such securities except to the extent of his indirect pecuniary interest therein. In addition, neither Master Fund nor Advisors has any pecuniary interest in the securities that are held in the FNYT account.

	Joseph Edelman	08/08/2003
	** 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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