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^*

MILLER HUGH E

(Last)

(First)

(Middle)

10 TULLAMORE DRIVE

(Street)

WEST CHESTER

19382

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MGI PHARMA INC [ MOGN ]

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)
06/30/2004

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	06/30/2004		A		92⁽¹⁾	A	$27.01	17,520⁽²⁾	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)
Director Stock Option - Right to Buy	$2.4375⁽²⁾							05/14/2000	05/14/2006	Common Stock	15,000⁽²⁾		15,000⁽²⁾	D
Director Stock Option - Right to Buy	$1.8125⁽²⁾							05/13/2001	05/13/2007	Common Stock	15,000⁽²⁾		15,000⁽²⁾	D
Director Stock Option - Right to Buy	$3.875⁽²⁾							05/12/2002	05/12/2008	Common Stock	15,000⁽²⁾		15,000⁽²⁾	D
Director Stock Option - Right to Buy	$5.8438⁽²⁾							05/11/2003	05/11/2009	Common Stock	15,000⁽²⁾		15,000⁽²⁾	D
Director Stock Option - Right to Buy	$12.75⁽²⁾							05/09/2004	05/09/2010	Common Stock	15,000⁽²⁾		15,000⁽²⁾	D
Director Stock Option - Right to Buy	$5.005⁽²⁾							⁽³⁾	05/08/2011	Common Stock	15,000⁽²⁾		15,000⁽²⁾	D
Director Stock Option - Right to Buy	$3.55⁽²⁾							⁽⁴⁾	05/14/2012	Common Stock	15,000⁽²⁾		15,000⁽²⁾	D
Director Stock Option - Right to Buy	$8.585⁽²⁾							⁽⁵⁾	05/13/2013	Common Stock	30,000⁽²⁾		30,000⁽²⁾	D
Director Stock Option - Right to Buy	$30.495⁽²⁾							⁽⁶⁾	05/11/2011	Common Stock	30,000⁽²⁾		30,000⁽²⁾	D

Explanation of Responses:

1. Restricted stock award in lieu of cash retainer under 1997 Stock Incentive Plan.

2. On May 14, 2004, MGI PHARMA, INC. declared a 2-for-1 stock split payable on June 9, 2004, to shareholders of record on June 2, 2004, resulting in the reporting person's acquisition of additional shares of common stock. The number of shares and exercise price of previously reported options have been adjusted to reflect the stock split.

3. 11,250 shares were vested as of May 8, 2004, and the remaining 3,750 shares will vest on May 8, 2005.

4. 7,500 shares were vested as of May 14, 2004, 3,750 shares will vest on May 14, 2005, and the remaining 3,750 shares will vest on May 14, 2006.

5. 7,500 shares vested on May 13, 2004, 7,500 shares will vest on May 13, 2005, an additional 7,500 shares will vest on May 13, 2006, and the remaining 7,500 shares will vest on May 13, 2007.

6. The option vests in four equal annual installments beginning May 11, 2005.

Remarks:

	Shirley A. Anderson for Hugh E. Miller under Power of Attorney dated February 12, 2004, and filed April 1, 2004.	07/02/2004
	** 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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