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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
 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*
RIEFLIN WILLIAM JL
(Last) (First) (Middle)
C/O TULARIK INC.
1120 VETERANS BLVD.
(Street)
SO. SAN FRANCISCO CA 94080
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TULARIK INC [ TLRK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Exec VP, Admin & Gen. Counsel
3. Date of Earliest Transaction (Month/Day/Year)
08/13/2004
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)
Code V Amount (A) or (D) Price
Common Stock 08/13/2004 D 14,716(1) D (2) 0 D
Common Stock 08/13/2004 D 1,006.427(3) D (4) 0 I By 401(k) Trust
Common Stock 08/13/2004 D 39,498(5) D (6) 0 I By Trusts
Common Stock 08/13/2004 D 205,503 D (7) 0 I By Family Trust
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 Option (right to buy) $3 08/13/2004 D 16,666 (8) 06/17/2008 Common Stock 16,666 (8) 0 D
Stock Option (right to buy) $3 08/13/2004 D 33,333 (9) 06/17/2009 Common Stock 33,333 (9) 0 D
Stock Option (right to buy) $23.125 08/13/2004 D 60,000 (10) 06/07/2010 Common Stock 60,000 (10) 0 D
Stock Option (right to buy) $22.25 08/13/2004 D 60,000 (11) 04/19/2011 Common Stock 60,000 (11) 0 D
Stock Option (right to buy) $14.4 08/13/2004 D 30,000 (12) 04/17/2012 Common Stock 30,000 (12) 0 D
Stock Option (right to buy) $10.4 08/13/2004 D 30,000 (13) 05/16/2012 Common Stock 30,000 (13) 0 D
Stock Option (right to buy) $6.86 08/13/2004 D 10,000 (14) 06/12/2012 Common Stock 10,000 (14) 0 D
Stock Option (right to buy) $7.99 08/13/2004 D 30,000 (15) 06/17/2012 Common Stock 30,000 (15) 0 D
Stock Option (right to buy) $4.88 08/13/2004 D 200,000 (16) 03/20/2013 Common Stock 200,000 (16) 0 D
Explanation of Responses:
1. Total of non-derivative securities directly owned included 486 shares, 7,628 shares and 112 shares Tularik common stock acquired under Tularik's Employee Stock Purchase Plan on July 31, 2003, January 30, 2004 and July 30, 2004 respectively.
2. Disposed of pursuant to merger agreement between issuer and Amgen Inc. in exchange for 6,636 shares of Amgen common stock having a market value of $55.432 per share pursuant to the terms of the merger agreement.
3. Total of non-derivative securities indirectly owned under the 401(k) Trust included 229.455 shares, 34.47 shares, 50.03 shares and 10.963 shares Tularik common stock acquired on March 31, 2003, June 30, 2003, March 31, 2004 and June 30, 2004 respectively.
4. Disposed of pursuant to merger agreement between issuer and Amgen Inc. in exchange for 453 shares of Amgen common stock having a market value of $55.432 per share pursuant to the terms of the merger agreement.
5. The reporting person disclaims beneficial ownership of such securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16, or for any other purpose.
6. Disposed of pursuant to merger agreement between issuer and Amgen Inc. in exchange for 17,813 shares of Amgen common stock having a market value of $55.432 per share pursuant to the terms of the merger agreement.
7. Disposed of pursuant to merger agreement between issuer and Amgen Inc. in exchange for 92,681 shares of Amgen common stock having a market value of $55.432 per share pursuant to the terms of the merger agreement.
8. This option, which was fully vested on June 17, 2002, was assumed by Amgen, Inc. in the merger and replaced with an option to purchase 7,516 shares of Amgen common stock for $6.66 per share.
9. This option, which was fully vested on June 17, 2003, was assumed by Amgen, Inc. in the merger and replaced with an option to purchase 15,033 shares of Amgen common stock for $6.66 per share.
10. This option, which was fully vested on June 7, 2004, was assumed by Amgen, Inc. in the merger and replaced with an option to purchase 27,059 shares of Amgen common stock for $51.28 per share.
11. This option, which provided for monthly vesting beginning May 20, 2001 until full vest on April 20, 2005, was assumed by Amgen, Inc. in the merger and replaced with an option to purchase 27,059 shares of Amgen common stock for $49.34 per share.
12. This option, which provided for monthly vesting beginning May 18, 2002 until full vest on April 18, 2006, was assumed by Amgen, Inc. in the merger and replaced with an option to purchase 13,529 shares of Amgen common stock for $31.93 per share.
13. This option, which provided for monthly vesting beginning June 17, 2002 until full vest on May 17, 2006, was assumed by Amgen, Inc. in the merger and replaced with an option to purchase 13,529 shares of Amgen common stock for $23.06 per share.
14. This option, which provided for monthly vesting over a four-year period beginning July 13, 2002 until full vest on June 13, 2006, was assumed by Amgen, Inc. in the merger and replaced with an option to purchase 4,509 shares of Amgen common stock for $15.22 per share.
15. This option, which provided for monthly vesting over a four-year period beginning July 18, 2002 until full vest on June 18, 2006, was assumed by Amgen, Inc. in the merger and replaced with an option to purchase 13,529 shares of Amgen common stock for $17.72 per share.
16. This option, which provided for monthly vesting beginning April 21,2003 until full vest on March 21, 2007, was assumed by Amgen, Inc. in the merger and replaced with an option to purchase 90,199 shares of Amgen common stock for $10.83 per share.
Remarks:
Valerie L. Pierce, as Attorney in Fact for William J. Rieflin 08/16/2004
** 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).
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.