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^*

Hemmi Gregory

(Last)

(First)

(Middle)

C/O PHARMACYCLICS, INC.

995 EAST ARQUES AVENUE

(Street)

SUNNYVALE

94085

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/13/2010

3. Issuer Name and Ticker or Trading Symbol
PHARMACYCLICS INC [ PCYC ]

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

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

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	9,771	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)
Employee Stock Option (Right to Buy)	02/28/2001⁽¹⁾	02/28/2011	Common Stock	10,000	$38.25	D
Employee Stock Option (Right to Buy)	05/25/2001⁽¹⁾	05/25/2011	Common Stock	10,000	$27.51	D
Employee Stock Option (Right to Buy)	02/05/2002⁽²⁾	02/05/2012	Common Stock	15,000	$7.39	D
Employee Stock Option (Right to Buy)	06/12/2002⁽²⁾	06/12/2012	Common Stock	5,000	$4.25	D
Employee Stock Option (Right to Buy)	06/02/2003⁽²⁾	06/02/2013	Common Stock	10,000	$4.47	D
Employee Stock Option (Right to Buy)	06/08/2004⁽²⁾	06/08/2014	Common Stock	3,000	$11.21	D
Employee Stock Option (Right to Buy)	06/03/2005⁽³⁾	06/03/2015	Common Stock	8,000	$7.76	D
Employee Stock Option (Right to Buy)	05/23/2006⁽³⁾	05/23/2016	Common Stock	85,000	$4.16	D
Employee Stock Option (Right to Buy)	03/13/2007⁽³⁾	03/13/2017	Common Stock	75,000	$2.76	D
Employee Stock Option (Right to Buy)	03/18/2008⁽⁴⁾	03/18/2018	Common Stock	125,000	$0.86	D
Employee Stock Option (Right to Buy)	03/03/2009⁽⁵⁾	03/03/2019	Common Stock	50,000	$0.75	D
Employee Stock Option (Right to Buy)	04/11/2010⁽⁶⁾	04/11/2020	Common Stock	50,000	$7.19	D
Employee Stock Option (Right to Buy)	10/13/2010⁽³⁾	10/13/2020	Common Stock	30,000	$7.69	D
Employee Stock Option (Right to Buy)	10/14/2010⁽³⁾	10/14/2020	Common Stock	10,000	$7.48	D

Explanation of Responses:

1. Option granted under the issuer's 1995 Stock Option Plan in a transaction exempt under rule 16b-3(d). The option vests in sixty (60) equal and successive monthly installments.

2. Option granted under the issuer's 1995 Stock Option Plan in a transaction exempt under rule 16b-3(d). The option vests in forty-eight (48) equal and successive monthly installments.

3. Option granted under the issuer's 2004 Equity Incentive Award Plan in a transaction exempt under rule 16b-3(d). The option vests in forty-eight (48) equal and successive monthly installments.

4. Option granted under the issuer's 2004 Equity Incentive Award Plan in a transaction exempt under rule 16b-3(d). The option vests as follows: 25% of the shares subject to the option will vest on March 18, 2009 and 1/36th of the remaining shares will vest monthly thereafter. Vesting related to period ending March 18, 2009 was subject to potential acceleration upon the attainment of certain corporate events.

5. Option granted under the issuer's 2004 Equity Incentive Award Plan in a transaction exempt under rule 16b-3(d). The option vests in four equal annual installments beginning March 3, 2010, subject to satisfaction of certain performance criteria with respect to each annual period.

6. Option granted under the issuer's 2004 Equity Incentive Award Plan in a transaction exempt under rule 16b-3(d). The option vests in four equal annual installments beginning April 11, 2011, subject to satisfaction of certain performance criteria with respect to each annual period.

Remarks:

	/s/ Gregory W. Hemmi, Ph.D.	12/15/2010
	** 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).
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