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*
KRANZLER JAY D
(Last) (First) (Middle)
4350 EXECUTIVE DRIVE SUITE 214
(Street)
SAN DIEGO CA 92121
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/02/2009
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)
Code V Amount (A) or (D) Price
Common Stock 02/02/2009 M 14,906 A $2.51 111,648 I By Trust
Common Stock 02/02/2009 M 60,094 A $2.51 171,742 I By Trust
Common Stock 02/02/2009 S(1) 5,000 D $8.5 166,742 I By Trust
Common Stock 02/02/2009 S(1) 4,000 D $8.52 162,742 I By Trust
Common Stock 02/02/2009 S(1) 1,000 D $8.53 161,742 I By Trust
Common Stock 02/02/2009 S(1) 2,000 D $8.54 159,742 I By Trust
Common Stock 02/02/2009 S(1) 2,200 D $8.55 157,542 I By Trust
Common Stock 02/02/2009 S(1) 2,000 D $8.57 155,542 I By Trust
Common Stock 02/02/2009 S(1) 2,000 D $8.573 153,542 I By Trust
Common Stock 02/02/2009 S(1) 2,000 D $8.5745 151,542 I By Trust
Common Stock 02/02/2009 S(1) 4,000 D $8.58 147,542 I By Trust
Common Stock 02/02/2009 S(1) 3,000 D $8.5866 144,542 I By Trust
Common Stock 02/02/2009 S(1) 2,000 D $8.587 142,542 I By Trust
Common Stock 02/02/2009 S(1) 2,000 D $8.5939 140,542 I By Trust
Common Stock 02/02/2009 S(1) 2,000 D $8.594 138,542 I By Trust
Common Stock 02/02/2009 S(1) 2,000 D $8.5977 136,542 I By Trust
Common Stock 02/02/2009 S(1) 1,800 D $8.6 134,742 I By Trust
Common Stock 02/02/2009 S(1) 2,000 D $8.6005 132,742 I By Trust
Common Stock 02/02/2009 S(1) 2,000 D $8.6015 130,742 I By Trust
Common Stock 02/02/2009 S(1) 3,000 D $8.61 127,742 I By Trust
Common Stock 02/02/2009 S(1) 2,000 D $8.6155 125,742 I By Trust
Common Stock 02/02/2009 S(1) 2,000 D $8.62 123,742 I By Trust
Common Stock 02/02/2009 S(1) 2,000 D $8.622 121,742 I By Trust
Common Stock 02/02/2009 S(1) 5,000 D $8.63 116,742 I By Trust
Common Stock 02/02/2009 S(1) 5,700 D $8.64 111,042 I By Trust
Common Stock 02/02/2009 S(1) 10,000 D $8.65 101,042 I By Trust
Common Stock 02/02/2009 S(1) 300 D $8.67 100,742 I By Trust
Common Stock 02/02/2009 S(1) 4,000 D $8.68 96,742 I By Trust
Common Stock 625 D
Common Stock 132,225(2) I By 401(k) plan
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy) $2.51 02/02/2009 M 14,906 03/27/2007(3) 03/27/2013 Common Stock 14,906 $0 0 D
Stock Options (right to buy) $2.51 02/02/2009 M 60,094 03/27/2007(3) 03/27/2013 Common Stock 60,094 $0 0 D
Explanation of Responses:
1. The sales reported in the Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 1, 2009.
2. Includes 7,384 shares acquired on December 31, 2007, 25,748 shares acquired on June 30, 2008 and 23,806 shares acquired on December 31, 2008 under the Issuer's 401(k) Plan, of which the Reporting Person is the Trustee and has voting power over such shares.
3. The shares subject to the option were fully vested as of March 27, 2007.
Remarks:
/s/ Denise Wheeler Attorney-in-Fact 02/04/2009
** 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.
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.