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^*

SHERWIN STEPHEN A

(Last)

(First)

(Middle)

C/O CELL GENESYS, INC.

500 FORBES BLVD.

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CELL GENESYS INC [ cege ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/14/2009

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)
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	10/14/2009		D		474,621	D	⁽¹⁾	0	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)
Employee Stock Option (right to buy)	$1.84	10/14/2009		D			55,260	⁽²⁾	02/06/2018	common stock	55,260	⁽³⁾	0	D
Employee Stock Option (right to buy)	$1.84	10/14/2009		D			319,740	⁽²⁾	02/06/2018	common stock	319,740	⁽⁴⁾	0	D
Employee Stock Option (right to buy)	$3.07	10/14/2009		D			27,761	⁽⁵⁾	02/07/2017	common stock	27,761	⁽⁶⁾	0	D
Employee Stock Option (right to buy)	$3.07	10/14/2009		D			72,239	⁽⁵⁾	02/07/2017	common stock	72,239	⁽⁷⁾	0	D
Employee Stock Option (right to buy)	$6.07	10/14/2009		D			18,633	⁽⁸⁾	02/07/2016	common stock	18,633	⁽⁹⁾	0	D
Employee Stock Option (right to buy)	$6.07	10/14/2009		D			41,367	⁽⁸⁾	02/07/2016	common stock	41,367	⁽¹⁰⁾	0	D
Employee Stock Option (right to buy)	$6.73	10/14/2009		D			100,248	⁽¹¹⁾	02/03/2015	common stock	100,248	⁽¹²⁾	0	D
Employee Stock Option (right to buy)	$6.73	10/14/2009		D			12,252	⁽¹¹⁾	02/03/2015	common stock	12,252	⁽¹³⁾	0	D
Employee Stock Option (right to buy)	$14.04	10/14/2009		D			60,000	⁽¹¹⁾	02/02/2014	common stock	60,000	⁽¹⁴⁾	0	D
Employee Stock Option (right to buy)	$9.14	10/14/2009		D			60,000	⁽¹¹⁾	02/04/2013	common stock	60,000	⁽¹⁴⁾	0	D
Employee Stock Option (right to buy)	$15.42	10/14/2009		D			100,000	⁽¹¹⁾	02/07/2012	common stock	100,000	⁽¹⁴⁾	0	D
Employee Stock Option (right to buy)	$19.63	10/14/2009		D			80,000	⁽¹¹⁾	02/06/2011	common stock	80,000	⁽¹⁴⁾	0	D
Employee Stock Option (right to buy)	$9.5	10/14/2009		D			70,000	⁽¹¹⁾	12/09/2009	common stock	70,000	⁽¹⁴⁾	0	D

Explanation of Responses:

1. Pursuant to the merger of Cell Genesys, Inc. with and into BioSante Pharmaceuticals, Inc. (the "Merger"), such shares were disposed of in exchange for 86,760 share sof BioSante common stock having a market value of $1.82 per share on the effective date of the Merger.

2. Options granted on February 6, 2008. Vesting occurs over a period of four years in a series of forty-eight (48) successive, equal monthly installments beginning on the grant date.

3. Pursuant to the Merger, this option was assumed by BioSante in the Merger and replaced with an option to purchase 10,102 shares of BioSante common stock for an exercise price of $10.07 per share.

4. Pursuant to the Merger, this option was assumed by BioSante in the Merger and replaced with an option to purchase 58,448 shares of BioSante common stock for an exercise price of $10.07 per share.

5. Options granted on February 7, 2007. Vesting occurs over a period of four years in a series of forty-eight (48) successive, equal monthly installments beginning on the grant date.

6. Pursuant to the Merger, this option was assumed by BioSante in the Merger and replaced with an option to purchase 5,075 shares of BioSante common stock for an exercise price of $16.79per share.

7. to the Merger, this option was assumed by BioSante in the Merger and replaced with an option to purchase 13,205 shares of BioSante common stock for an exercise price of $16.79per share.

8. Options granted on February 7, 2006. Vesting occurs over a period of four years in a series of forty-eight (48) successive, equal monthly installments beginning on the grant date.

9. Pursuant to the Merger, this option was assumed by BioSante in the Merger and replaced with an option to purchase 3,406 shares of BioSante common stock for an exercise price of $33.21per share.

10. Pursuant to the Merger, this option was assumed by BioSante in the Merger and replaced with an option to purchase 7,562 shares of BioSante common stock for an exercise price of $33.21per share.

11. This option is fully vested.

12. Pursuant to the Merger, this option was assumed by BioSante in the Merger and replaced with an option to purchase 18,325 shares of BioSante common stock for an exercise price of $36.82 per share.

13. Pursuant to the Merger, this option was assumed by BioSante in the Merger and replaced with an option to purchase 2,240 shares of BioSante common stock for an exercise price of $36.82 per share.

14. This option was terminated for no consideration upon the effective time of the Merger.

	/s/ Stephen A. Sherwin, M.D.	10/14/2009
	** 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).
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