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^*

ROBERTS EDWARD B

(Last)

(First)

(Middle)

C/O ADVANCED MAGNETICS, INC.

61 MOONEY STREET

(Street)

CAMBRIDGE

02138

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ADVANCED MAGNETICS INC [ AVM ]

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)
10/13/2004

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	10/13/2004		M		10,000	A	$3.5	40,000⁽⁴⁾⁽⁵⁾	I	By trust⁽¹⁾
Common Stock	10/13/2004		M		10,000	A	$3.05	50,000⁽⁴⁾⁽⁵⁾	I	By trust⁽¹⁾
Common Stock	10/13/2004		M		5,000	A	$3.2	55,000⁽⁴⁾⁽⁵⁾	I	By trust⁽¹⁾
Common Stock	10/13/2004		M		2,500	A	$3.85	57,500⁽⁴⁾⁽⁵⁾	I	By trust⁽¹⁾
Common Stock	10/13/2004		M		5,000	A	$5.14	62,500⁽⁴⁾⁽⁵⁾	I	By trust⁽¹⁾
Common Stock	10/13/2004		M		1,700	A	$9.4	64,200⁽⁴⁾⁽⁵⁾	I	By trust⁽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)
Stock Option (right to buy)	$3.5	10/13/2004		M			10,000	11/10/1999	11/10/2009	Common Stock	10,000	$0	0	D
Stock Option (right to buy)	$3.05	10/13/2004		M			10,000	05/01/2002	05/01/2011	Common Stock	10,000	$0	0	D
Stock Option (right to buy)	$3.2	10/13/2004		M			5,000	⁽²⁾	11/14/2011	Common Stock	5,000	$0	5,000	D
Stock Option (right to buy)	$3.85	10/13/2004		M			2,500	⁽³⁾	05/02/2012	Common Stock	2,500	$0	2,500	D
Stock Option (right to buy)	$5.14	10/13/2004		M			5,000	11/21/2002	11/21/2012	Common Stock	5,000	$0	0	D
Stock Option (right to buy)	$9.4	10/13/2004		M			1,700	11/04/2003	11/04/2013	Common Stock	1,700	$0	6,300	D

Explanation of Responses:

1. The shares of common stock acquired upon exercise of options were transferred without consideration to Edward B. Roberts 2004 Qualified Annuity Interest Trust (the "Trust"), in which the reporting person and his spouse are the sole trustees, immediately following their exercise.

2. The reporting person was granted options to acquire 10,000 shares that vest in four equal installments on November 14, 2002, 2003, 2004 and 2005. The options exercised were fully vested.

3. The reporting person was granted options to acquire 5,000 shares that vest in four equal installments on May 2, 2003, 2004, 2005 and 2006. The options exercised were fully vested.

4. This amount of shares of common stock of the issuer includes an additional 30,000 shares of common stock of the issuer, held in the Trust, in which the reporting person and his spouse are the sole trustees, pursuant to the following transactions: (i) On October 13, 2004, 22,000 shares of common stock of the issuer were transferred without consideration to the Trust from the Edward B. Roberts Trust 2003, in which the reporting person and his spouse are the sole trustees; and (ii) On December 23, 2003, 8,000 shares of common stock of the issuer were transferred without consideration from the direct beneficial ownership of the reporting person to the Edward B. Roberts Trust 2003 and on October 12, 2004, such shares of common stock of the issuer were transferred without consideration to the Trust.

5. In addition to these shares of common stock of the issuer beneficially owned by the reporting person, 21,931 shares of common stock of the issuer were beneficially owned by Nancy H. Roberts Trust 2003, in which the reporting person and his spouse are the sole trustees. Such shares were transferred without consideration on October 13, 2004 to the Nancy H. Roberts 2004 Qualified Annuity Interest Trust, in which the reporting person and his spouse are the sole trustees.

	/s/ Rachel Konforty, Attorney-in-Fact	10/15/2004
	** 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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